-----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, ITYz0ZSya4b9nk/swkw1f76Y5oKa8zFv87lTom4+C6kubWN95rPlnRhR8q0mxYxq juUexIn1T8VQT5ZBJr+5Bg== /in/edgar/work/0001012870-00-003797/0001012870-00-003797.txt : 20000718 0001012870-00-003797.hdr.sgml : 20000718 ACCESSION NUMBER: 0001012870-00-003797 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000630 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000717 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANDISK CORP CENTRAL INDEX KEY: 0001000180 STANDARD INDUSTRIAL CLASSIFICATION: [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: 674164 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 0001.txt FORM 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) June 30, 2000 -------------------------------- SanDisk Corporation - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-26734 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 Toshiba Collaboration --------------------- 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 --------------------------------- 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 -------- Number Description of Document ------ ----------------------- 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. 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 -------------------------- Name: Frank A. Calderoni Title: Senior Vice President, Finance and Administration, and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description of Document - ------ ----------------------- 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. EX-99.1 2 0002.txt PRESS RELEASE DATED MAY 9, 2000 EXHIBIT 99.1 CONTACT: Annette Keller (949) 455-2298 Not For Release --------------- Toshiba America Electronic Components, Inc. Until May 9, 2000 ----------------- Annette Keller@taec.toshiba.com ------------------------------- Bob Goligoski (408) 542-0463 SanDisk Corporation bgoligoski@sandisk.com ---------------------- A. TOSHIBA AND SANDISK SIGN AGREEMENT TO INVEST $700 MILLION IN FAB PLANT TO PRODUCE FLASH MEMORY New Company - FlashVision LLC - Is Created; ------------------------------------------- 600 Workers To Be Hired At Virginia Fab --------------------------------------- MANASSAS, VA, May 9, 2000 - Toshiba Corporation and SanDisk Corporation (NASDAQ:SNDK) today signed an agreement to create a new semiconductor company - FlashVision LLC - to produce advanced flash memory, utilizing fabrication space at Dominion Semiconductor in Manassas, VA. Toshiba and SanDisk will each get 50 percent of Dominion's flash memory production and will separately market and sell their share of the output of the joint venture production to their 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. By 2002, the flash memory production capacity of the joint venture is projected to be able to support more than $1 billion in annual sales. The agreement was announced today at a news conference in Manassas attended by Virginia Governor James S. Gilmore III, state and local officials and business leaders and representatives from Toshiba, SanDisk and Dominion Semiconductor. Yasuo Morimoto, president and CEO, Toshiba Corporation Semiconductor Company, welcomed the new joint venture and said, "FlashVision will bring together Toshiba's advanced semiconductor process technologies and SanDisk's original multilevel cell technology. The company will build on the excellent potential of NAND flash to produce cost-effective, next generation devices and can look forward to a very bright future." Eli Harari, president and CEO of SanDisk, said, "It is an honor and a pleasure for SanDisk Corporation to participate today with Toshiba Corporation in the launching of this exciting FlashVision joint venture. In the short time we have worked with the Dominion manufacturing team, we are impressed with their high professionalism, dedication, warm hospitality and passionate desire to help us launch FlashVision right here at Dominion Manassas. The markets for the flash memory that will be manufactured at Dominion are projected to grow rapidly in the coming decade. SanDisk, Toshiba, the state of Virginia and the local government at Manassas are committed to work together with the Dominion team to make FlashVision a commercial success. I am confident that FlashVision will produce the most advanced and most competitive flash storage products in the world, thereby creating an engine of growth and prosperity for all participants." Under the strategic joint venture, Toshiba and SanDisk 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 companies. 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, Toshiba and SanDisk 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, the companies will develop advanced controllers including Secure Digital (SD) Memory Card controllers. The agreement is expected to close no later than June 30, 2000, pending satisfactory completion of due diligence by SanDisk and Toshiba. Toshiba Corporation is a leader in information and communications systems, electronic components, consumer products, and power systems. The company's integration of these wide-ranging capabilities assures its position as a leading company in semiconductor, LCD and other electronic devices. Toshiba has 198,000 employees worldwide and annual sales of over $50 (US) billion. Visit Toshiba's website at http://www.toshiba.co.jp ------------------------ SanDisk Corporation, the world's largest supplier of flash data storage products, designs, manufactures and markets industry-standard, solid-state data, digital imaging and audio storage products using its patented, high density flash memory and controller technology. SanDisk is based in Sunnyvale, CA. Visit SanDisk's website at http://www.sandisk.com. ---------------------- The matters discussed in this news release contain forward looking statements that are subject to certain risks and uncertainties including but not limited to the venture's ability to successfully produce wafers in commercial quantity, market demand and those factors described under the caption "Factors That May Affect Future Results" in the company's annual report on Form 10-K and quarterly reports on Form 10-Q, filed with the Securities and Exchange Commission. The company assumes no obligation to update the information in this release. All trade names are either registered trademarks or trademarks of their respective holders. EX-99.2 3 0003.txt PRESS RELEASE DATED JULY 4, 2000 EXHIBIT 99.2 TOWER Udi Efrat - ----- CONTACT: Technical Marketing Manager - -------- 011-972-6-650-6203 011-972-6-654-7788 (fax) udief@towersemi.com SANDISK Bob Goligoski - ------- CONTACT: SanDisk Corporation - ------- 408 - 542 - 0463 bgoligoski@sandisk.com ---------------------- KCSA Paul Holm/Joseph A. Mansi - ---- CONTACT: 212-896-0201/896-1205 - -------- pholm@kcsa.com/jmansi@kcsa.com ------------------------------ www.kcsa.co TOWER SEMICONDUCTOR AND SANDISK CORPORATION ANNOUNCE $75 MILLION STRATEGIC INVESTMENT AGREEMENT - - - - Tower To Build New Fab In Israel With SanDisk As First Wafer Partner - - - - - Tower Expects To Sign Additional Partners In Near Future - - - - - Construction Of New Fab Anticipated To Start This Year - - - - - Parties will host joint teleconference call on July 5 MIGDAL HAEMEK, ISRAEL, July 4, 2000 -- Tower Semiconductor (NASDAQ: TSEM) and SanDisk Corporation (NASDAQ: SNDK) today announced that they have entered into a definitive agreement under which SanDisk will make a $75 million strategic investment in Tower. In return for its investment, SanDisk will receive equity, corresponding representation on Tower's board and committed production capacity in the advanced fab Tower plans to build in Migdal Haemek, Israel. The announcement was made at a joint Tower-SanDisk press conference. 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, SanDisk will hold approximately a 10% stake in Tower, while the Israel Corp. will have about 20%. Additional strategic partners that will join the initiative will hold together approximately 30% of the company. "I am pleased to announce that SanDisk is joining us both as a major investor and wafer partner in the new fab," said Dr. Yoav Nissan-Cohen, Tower's Co-Chief Executive Officer. "The two partnerships announced so far - first with Toshiba and now with SanDisk - were significant steps toward the new fab. Following this agreement with SanDisk, we expect to announce similar agreements with additional wafer partners in the very near future." Nissan-Cohen continued, "This fab, which will be the most advanced pure- play foundry facility in Europe, will enable us to provide our customers with leading edge processes and meet the demand for our advanced specialized technologies. With the new fab, we will be able to maximize the value of our CMOS image sensor technology, and also of the microFLASH(R) process, which we developed jointly with Saifun Semiconductor based on their pioneering technology." Dr. Eli Harari, President and CEO of SanDisk said, "SanDisk is very pleased to announce this strategic investment in Tower Semiconductor. This step represents a natural extension of our strategic alliance with Toshiba for the joint development and manufacturing of advanced flash memories and SD (Secure Digital) Card controllers. Toshiba has recently agreed to transfer its advanced CMOS Logic technology to Tower under a separate Technology License Agreement. We intend to incorporate this technology in the design and future manufacturing by Tower of the advanced controller chips used in SanDisk's flash memory cards. Our highly successful SanDisk Israel Design Center, which has the responsibility for developing every SanDisk Flash controller used in our MultiMediaCards and Secure Digital Cards, will work closely with Tower to bring up the production of future advanced controller chips for SanDisk." Harari also said, "The strong financial incentives package expected from the Israeli government, including substantial grants and favorable tax incentives, was a critical element in our decision. We were also impressed with Tower's reputation for excellent customer service, and we agree with Tower's strategy to position itself as a European Centric foundry specializing in advanced CMOS logic, embedded microFLASH and CMOS Image Sensors." Tower and Israel Corporation Chairman Idan Ofer commented, "This agreement reflects Israel Corporation's decision to focus on the semiconductor industry as one of our main holdings. An advanced wafer fab is central to Tower's long term plans. The combination of Toshiba's advanced technologies, Tower's quality people and management team, and SanDisk's leadership and product innovation in its market, will help us transform Tower into a world class, leading edge semiconductor manufacturer over the next few years. We are now proceeding to put into place the other necessary elements of the new fab. We are working to obtain approval of a government incentive package, bring in additional wafer partners and secure the necessary financing to launch this exciting project." Yasuo Morimoto, the president of Toshiba Semiconductor Company, said: "Toshiba welcomes SanDisk's decision to join Tower as a wafer partner in its new fab. We are already cooperating with SanDisk in the area of NAND Flash, and we believe the Tower project will enable the two companies to enhance their business. We are also confident that the support of Toshiba and SanDisk will contribute to the success of Tower's project." About Tower's New Fab Tower will use the investment, expected government grant, bank loans and its own cash toward constructing an advanced fab adjacent to its current facility in Migdal Haemek, Israel. The new fab, called "Fab 2", is planned to employ approximately 1,000 professionals and produce up to 33,000 200-mm wafers per month. Tower has already started recruiting employees for Fab 2 in Israel and abroad, and is preparing an extensive training program to bring the new recruits to the necessary skill level. Tower is planning to commence construction of the new Fab later this year. The agreement between Tower and SanDisk follows the previously announced technology transfer agreement between Tower and Toshiba Corporation pursuant to which Toshiba agreed to transfer to Tower the deep sub-micron CMOS process technologies to be used in the new fab. Transfer of know-how from Toshiba has already begun with Tower engineers at Toshiba's plant in Japan. Agreement Terms --------------- Under the terms of the agreement, SanDisk's 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. SanDisk will receive from Tower a guaranteed portion of the available wafer capacity at competitive pricing, with first production expected in 2002. SanDisk 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 SanDisk 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. Tower and SanDisk CEOs will hold a joint teleconference call to discuss the news in this press release. The call will take place at noon (EDT), Wednesday, July 5. To take part in the teleconference call, dial 1-800-521-5469 (domestic) or 1-303-267-1007 (international) about 10 minutes prior to noon (EDT) and ask for the "Tower Semiconductor Teleconference." You will then hear a presentation by Dr. Yoav Nissan-Cohen and Dr. Eli Harari, who will host the call and be available to answer questions. The teleconference may also be heard on vcall's Web site at http://www.vcall.com. Replay: For those unable to participate, a replay will be - -------------------- made available from 2 pm (EDT) on July 5 to 7 pm (EDT) on July 7. To listen in, please dial 1-800-625-5288 (domestic) or 1-303-804-1855 (international). Replay ID Code: 756681. TOWER SEMICONDUCTOR LTD. is an independent manufacturer and service provider of semiconductor integrated circuits on silicon wafers. As a foundry, Tower provides IC design, manufacturing and turnkey services using advanced production capabilities and the proprietary IC designs of its customers, and is specializing in providing solutions for embedded non-volatile memory devices and CMOS image sensors. ICs manufactured by Tower are incorporated into a wide range of products in diverse and rapidly growing markets, including computer and office equipment, communication products and consumer electronics. SANDISK CORPORATION is the world's largest supplier of flash data storage products, designs, manufactures and markets industry-standard, solid-state data, digital imaging and audio storage products using its patented, high density flash memory and controller technology. SanDisk is based in Sunnyvale, California. microFLASH(R) is a registered trademark of Tower Semiconductor Ltd. SanDisk's web site/home page address: http://www.sandisk.com ---------------------- Tower's web site/home page address: http://www.TowerSemi.com ------------------------ Tower And SanDisk Safe Harbor Statement This press release includes forward-looking statements, which are subject to risks and uncertainties. Actual results may vary from those projected or implied by such forward-looking statements. Potential risks and uncertainties include, without limitation, risks and uncertainties associated with (i) satisfaction of the conditions to the closing of the agreement with SanDisk, including obtaining commitments for additional equity and debt financing and government grants, (ii) initiating and completing the construction of a new wafer manufacturing facility, (iii) conditions in the market for foundry manufacturing services and in the market for semiconductor products generally, (iv) successful completion of the development and introduction to production of Tower's microFLASH process and other advanced CMOS technologies that are currently under development and/or being introduced to production, (v) market acceptance and competitiveness of the products to be manufactured by Tower for customers using these technologies and (vi) ramp-up at Tower's new fabrication facility. A more complete discussion of risks and uncertainties that may affect the accuracy of these statements, and Tower's business generally, is included at "Item 1. Business -- Factors Which May Influence Future Results and Accuracy of Forward-Looking Statements" in Tower's most recent Annual Report on Form 20-F as filed by Tower with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----