425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 1, 2016

SANDISK CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-26734	77-0191793
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

951 SanDisk Drive, Milpitas, California	95035
(Address of principal executive offices)	(Zip Code)

(408) 801-1000
(Registrant’s Telephone Number, Including Area Code)

Not applicable

(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):

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

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

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

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

Item 8.01.Other Events.

On March 1, 2016, SanDisk Corporation (“SanDisk”) issued a press release (the “Press Release”) announcing that it has issued notices to holders of its outstanding 1.5% Convertible Senior Notes due 2017 (the “2017 Notes”) and to holders of its outstanding 0.5% Convertible Senior Notes due 2020 (the “2020 Notes” and, together with the 2017 Notes, the “Notes”), of an anticipated Designated Event and Fundamental Change, each as defined in the indenture for the applicable series of Notes.

A copy of the Press Release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.  A copy of the notice to holders of the 2017 Notes is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.  A copy of the notice to holders of the 2020 Notes is attached to this Current Report on Form 8-K as Exhibit 99.3 and is incorporated herein by reference.

Forward-Looking Statements

All statements included or incorporated by reference in this document, other than statements or characterizations of historical fact, are forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  These forward-looking statements are based on SanDisk’s current expectations, estimates and projections about the proposed merger, its business and industry, management’s beliefs, and certain assumptions made by SanDisk and Western Digital, all of which are subject to change.  Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words.  Examples of such forward-looking statements include, but are not limited to, references to the anticipated benefits of the proposed merger and the expected date of closing of the merger with Western Digital’s wholly-owned subsidiary, Schrader Acquisition Corporation.  These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially and adversely from those expressed in any forward-looking statement.

Important risk factors that may cause such a difference in connection with the proposed merger include, but are not limited to, the following factors: (1) the inability to complete the merger due to the failure to obtain stockholder approvals for the merger or the failure to satisfy other conditions to completion of the merger, including the receipt of all regulatory approvals related to the merger; (2) uncertainties as to the timing of the consummation of the merger and the ability of each party to consummate the merger; (3) risks that the proposed merger disrupts the current plans and operations of Western Digital or SanDisk; (4) the ability of Western Digital and SanDisk to retain and hire key personnel; (5) competitive responses to the proposed merger; (6) unexpected costs, charges or expenses resulting from the merger; (7) the outcome of any legal proceedings that could be instituted against Western Digital, SanDisk or their respective directors related to the merger agreement; (8) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger; (9) the inability to obtain, or delays in obtaining, cost savings and synergies from the merger; (10) delays, challenges and expenses associated with integrating the combined companies’ existing businesses and the indebtedness planned to be incurred in connection with the merger; and (11) legislative, regulatory and economic developments.  These risks, as well as other risks associated with the proposed merger, are more fully discussed in the joint proxy statement/prospectus that is included in the Registration Statement on Form S-4 filed with the Securities and Exchange Commission (“SEC”) in connection with the proposed merger.  The forward-looking statements in this document speak only as of the date of the particular statement.  Neither SanDisk nor Western Digital undertakes any obligation to revise or update publicly any forward-looking statement to reflect future events or circumstances.

In addition, actual results are subject to other risks and uncertainties that relate more broadly to SanDisk’s overall business, including those more fully described in SanDisk’s filings with the SEC including its annual report on Form 10-K for the fiscal year ended January 3, 2016, and its quarterly reports filed on Form 10-Q for fiscal year 2015, and Western Digital’s overall business and financial condition, including those more fully described in Western Digital’s filings with the SEC including its annual report on Form 10-K for the fiscal year ended July 3, 2015 and its quarterly reports filed on Form 10-Q for the current fiscal year.

Additional Information and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.  The proposed transaction will be submitted to the stockholders of each of SanDisk and Western Digital.  Western Digital filed with the SEC a Registration Statement on Form S-4 which includes a joint proxy statement/prospectus of SanDisk and Western Digital.  The Registration Statement on Form S-4 was declared effective on February 5, 2016.  Each of SanDisk and Western Digital are providing the joint proxy statement/prospectus to their respective stockholders.  SanDisk and Western Digital also plan to file other documents with the SEC regarding the proposed merger.  This document is not a substitute for the joint proxy statement/prospectus or registration statement or any other document which SanDisk or Western Digital may file with the SEC in connection with the proposed merger.  INVESTORS AND SECURITY HOLDERS OF SANDISK AND WESTERN DIGITAL ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.  You may obtain copies of all documents filed with the SEC regarding this merger, free of charge, at the SEC’s website (www.sec.gov).  In addition, copies of the documents filed with the SEC by SanDisk will be available free of charge on SanDisk’s website at http://www.sandisk.com.  Copies of the documents filed with the SEC by Western Digital will be available free of charge on Western Digital’s website at http://www.westerndigital.com.

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Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of SanDisk Corporation, dated March 1, 2016.
99.2	Notice of Anticipated Designated Event and Fundamental Change to the Holders of SanDisk Corporation 1.5% Convertible Senior Notes due 2017, dated March 1, 2016.
99.3	Notice of Anticipated Designated Event and Fundamental Change to the Holders of SanDisk Corporation 0.5% Convertible Senior Notes due 2020, dated March 1, 2016.

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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, thereunto duly authorized.

	SanDisk Corporation
Date: March 1, 2016	By:	/s/ Judy Bruner
		Judy Bruner
	Executive Vice President, Administration and Chief Financial Officer (Principal Financial Officer)

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of SanDisk Corporation, dated March 1, 2016.
99.2	Notice of Anticipated Designated Event and Fundamental Change to the Holders of SanDisk Corporation 1.5% Convertible Senior Notes due 2017, dated March 1, 2016.
99.3	Notice of Anticipated Designated Event and Fundamental Change to the Holders of SanDisk Corporation 0.5% Convertible Senior Notes due 2020, dated March 1, 2016.

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EX-99.1

Exhibit 99.1

NEWS RELEASE

SanDisk Corporation

951 SanDisk Drive

Milpitas, CA 95035-7932

Phone: 408-801-1000

SANDISK PROVIDES NOTICE OF ANTICIPATED DESIGNATED EVENT AND FUNDAMENTAL CHANGE RELATING TO ITS 1.5% CONVERTIBLE SENIOR NOTES DUE 2017 AND 0.5% CONVERTIBLE SENIOR NOTES DUE 2020

MILPITAS, Calif. — March 1, 2016 — SanDisk Corporation (NASDAQ: SNDK) announced today that it has provided notice of an anticipated designated event and fundamental change to holders of its 1.5% Convertible Senior Notes due 2017 and its 0.5% Convertible Senior Notes due 2020 (together, the “Notes”). Notice was given, pursuant to the indentures governing the Notes, that the consummation of the merger (the “Merger”) contemplated by the Agreement and Plan of Merger, dated as of October 21, 2015 (the “Merger Agreement”), by and among SanDisk, Western Digital Corporation and Schrader Acquisition Corporation, a wholly-owned subsidiary of Western Digital, would constitute a designated event and a fundamental change under each of the indentures. Notice was also given, pursuant to the indentures, that the anticipated effective date of the Merger will be April 20, 2016.

Consummation of the Merger, however, remains subject to the satisfaction of certain specified conditions under the Merger Agreement, including the receipt of stockholder approval of both companies and of regulatory clearances in China and South Africa which have not yet been obtained and the timing of which cannot be readily predicted at this time. As the actual effective date of the Merger cannot yet be determined, SanDisk will provide a supplemental notice as soon as reasonably practicable following SanDisk’s determination of the actual effective date of the Merger. Holders of the Notes may surrender the Notes for conversion from March 8, 2016 until a date to be specified by SanDisk that will be at least 20 business days after the actual effective date of the Merger in accordance with, and subject to, the terms of the applicable indenture. If the Merger closes, the holders of the Notes would be expected to exercise the right to convert their notes in accordance with their terms at a temporarily increased conversion rate shortly following the closing of the Merger (although the holders’ actual decisions will depend upon their judgments based on the prevailing market conditions).

ABOUT SANDISK

SanDisk Corporation (NASDAQ: SNDK), a Fortune 500 and S&P 500 company, is a global leader in flash storage solutions. For more than 27 years, SanDisk has expanded the possibilities of storage, providing trusted and innovative products that have transformed the electronics industry. Today, SanDisk’s quality, state-of-the-art solutions are at the heart of many of the world’s largest data centers, and embedded in advanced smartphones, tablets and PCs. SanDisk’s consumer products are available at hundreds of thousands of retail stores worldwide. For more information, visit www.sandisk.com.

© 2016 SanDisk Corporation. All rights reserved. SanDisk and the SanDisk logo are trademarks of SanDisk Corporation, registered in the United States and other countries. Other brand names mentioned herein are for identification purposes only and may be the trademarks of their respective holder(s).

FORWARD-LOOKING STATEMENTS

All statements included or incorporated by reference in this document, other than statements or characterizations of historical fact, are forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  These forward-looking statements are based on SanDisk’s current expectations, estimates and projections about the proposed merger, its business and industry, management’s beliefs, and certain assumptions made by SanDisk and Western Digital, all of which are subject to change.  Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words.  Examples of such forward-looking statements include, but are not limited to, references to the anticipated benefits of the proposed merger and the expected date of closing of the merger with Western Digital’s wholly-owned subsidiary, Schrader Acquisition Corporation.  These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially and adversely from those expressed in any forward-looking statement.

Important risk factors that may cause such a difference in connection with the proposed merger include, but are not limited to, the following factors: (1) the inability to complete the merger due to the failure to obtain stockholder approvals for the merger or the failure to satisfy other conditions to completion of the merger, including the receipt of all regulatory approvals related to the merger; (2) uncertainties as to the timing of the consummation of the merger and the ability of each party to consummate the merger; (3) risks that the proposed merger disrupts the current plans and operations of Western Digital or SanDisk; (4) the ability of Western Digital and SanDisk to retain and hire key personnel; (5) competitive responses to the proposed merger; (6) unexpected costs, charges or expenses resulting from the merger; (7) the outcome of any legal proceedings that could be instituted against Western Digital, SanDisk or their respective directors related to the merger agreement; (8) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger; (9) the inability to obtain, or delays in obtaining, cost savings and synergies from the merger; (10) delays, challenges and expenses associated with integrating the combined companies’ existing businesses and the indebtedness planned to be incurred in connection with the merger; and (11) legislative, regulatory and economic developments.  These risks, as well as other risks associated with the proposed merger, are more fully discussed in the joint proxy statement/prospectus that is included in the Registration Statement on Form S-4 filed with the Securities and Exchange Commission (“SEC”) in connection with the proposed merger.  The forward-looking statements in this document speak only as of the date of the particular statement.  Neither SanDisk nor Western Digital undertakes any obligation to revise or update publicly any forward-looking statement to reflect future events or circumstances.

In addition, actual results are subject to other risks and uncertainties that relate more broadly to SanDisk’s overall business, including those more fully described in SanDisk’s filings with the SEC including its annual report on Form 10-K for the fiscal year ended January 3, 2016, and its quarterly reports filed on Form 10-Q for fiscal year 2015, and Western Digital’s overall business and financial condition, including those more fully described in Western Digital’s filings with the SEC including its annual report on Form 10-K for the fiscal year ended July 3, 2015 and its quarterly reports filed on Form 10-Q for the current fiscal year.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The proposed transaction will be submitted to the stockholders of each of SanDisk and Western Digital. Western Digital filed with the SEC a Registration Statement on Form S-4 which includes a joint proxy statement/prospectus of SanDisk and Western Digital. The Registration Statement on Form S-4 was declared effective on February 5, 2016. Each of SanDisk and Western Digital are providing the joint proxy statement/prospectus to their respective stockholders.  SanDisk and Western Digital also plan to file other documents with the SEC regarding the proposed merger. This document is not a substitute for the joint proxy statement/prospectus or registration statement or any other document which SanDisk or Western Digital may file with the SEC in connection with the proposed merger. INVESTORS AND SECURITY HOLDERS OF SANDISK AND WESTERN DIGITAL ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. You may obtain copies of all documents filed with the SEC regarding this merger, free of charge, at the SEC’s website (www.sec.gov). In addition, copies of the documents filed with the SEC by SanDisk will be available free of charge on SanDisk’s website at http://www.sandisk.com. Copies of the documents filed with the SEC by Western Digital will be available free of charge on Western Digital’s website at http://www.westerndigital.com.

Investor Contacts:

Jay Iyer, 408-801-2067

jay.iyer@sandisk.com

Brendan Lahiff, 408-801-1732

brendan.lahiff@sandisk.com

Media Contact:

Carol Kurimsky, 408-801-1390

carol.kurimsky@sandisk.com

# # # # #

EX-99.2

Exhibit 99.2

NOTICE OF ANTICIPATED DESIGNATED EVENT AND FUNDAMENTAL CHANGE

The Bank of New York Mellon Trust Company, N.A.

400 South Hope Street, Suite 500

Los Angeles, California 90071

Attention: Corporate Unit; SanDisk Corporation

Re:Notice of Anticipated Designated Event and Fundamental Change

March 1, 2016

Reference is made to the Indenture, dated as of August 25, 2010 (the “Indenture”), by and between SanDisk Corporation (the “Company”) and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), governing the Company’s 1.5% Convertible Senior Notes due 2017 (CUSIP No. 80004CAD3) (the “Notes”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture.

On October 21, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Western Digital Corporation (“Western Digital”) and Schrader Acquisition Corporation (the “Merger Sub”), a wholly-owned subsidiary of Western Digital Technologies, Inc., which is a wholly-owned subsidiary of Western Digital. Pursuant to the Merger Agreement, the Merger Sub will merge with and into the Company (the “Merger”). After the consummation of the Merger, the Company will be the surviving corporation and a wholly-owned indirect subsidiary of Western Digital.

Notice is hereby given, as required by Section 13.01(d) and Section 13.01(e) of the Indenture, that the Merger will constitute a Designated Event and a Fundamental Change, each as defined in the Indenture. In addition, notice is also hereby given as required by and for purposes of Section 13.09(c) of the Indenture that the anticipated effective date of the Merger (the “Effective Date”) will be April 20, 2016. The Company is providing this notice of an anticipated Effective Date solely to comply with its obligations under the Indenture. Consummation of the Merger, however, remains subject to the satisfaction of certain specified conditions under the Merger Agreement, including the receipt of stockholder approvals and of regulatory clearances in China and South Africa which have not yet been obtained and the timing of which cannot be readily predicted at this time. Pursuant to Section 13.01(d) of the Indenture, holders of the Notes may surrender the Notes for conversion from March 8, 2016 until a date to be specified by the Company that shall be at least 20 business days after the actual Effective Date.

The Observation Period with respect to any conversion will be the 20 consecutive Trading Day period beginning on, and including, the second Trading Day after the holder of the Notes has complied with the requirements for conversion set forth in Section 13.02(c) of the Indenture and the consideration the holders of the Notes will receive upon conversion will depend on the price of the Company’s Common Stock, for the portion of the Observation Period that occurs prior to the Effective Date, and the value of the “Per Share Merger Consideration” (as defined in the Merger Agreement), for the portion of the Observation Period that occurs on and after the Effective Date. Holders of the Notes that submit their conversion notice prior to the second Trading Day immediately preceding the Effective Date will receive conversion consideration that will depend in part on the price of the Company’s Common Stock prior to the Effective Date, while holders of the Notes that submit their conversion notice on or after such date will receive conversion consideration based on the Per Share Merger Consideration (consisting of cash and shares of Western Digital common stock). If the Merger does not close, holders of the Notes that surrendered their Notes for conversion will not receive any Additional Shares in connection with a Fundamental Change even though their Notes have been converted.

As the actual Effective Date cannot yet be determined, the Company shall provide a supplemental notice (the “Supplemental Notice”) as soon as reasonably practicable following the Company’s determination of the actual Effective Date. On the actual Effective Date, the holders of Company’s Common Stock of record shall be entitled to exchange their Common Stock for the Per Share Merger Consideration.

Very truly yours,

SanDisk Corporation

EX-99.3

Exhibit 99.3

NOTICE OF ANTICIPATED DESIGNATED EVENT AND FUNDAMENTAL CHANGE

The Bank of New York Mellon Trust Company, N.A.

400 South Hope Street, Suite 500

Los Angeles, California 90071

Attention: Corporate Unit; SanDisk Corporation

Re:Notice of Anticipated Designated Event and Fundamental Change

March 1, 2016

Reference is made to the Indenture, dated as of October 29, 2013 (the “Indenture”), by and between SanDisk Corporation (the “Company”) and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), governing the Company’s 0.5% Convertible Senior Notes due 2020 (CUSIP No. 80004CAE1) (the “Notes”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture.

On October 21, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Western Digital Corporation (“Western Digital”) and Schrader Acquisition Corporation (the “Merger Sub”), a wholly-owned subsidiary of Western Digital Technologies, Inc., which is a wholly-owned subsidiary of Western Digital. Pursuant to the Merger Agreement, the Merger Sub will merge with and into the Company (the “Merger”). After the consummation of the Merger, the Company will be the surviving corporation and a wholly-owned indirect subsidiary of Western Digital.

Notice is hereby given, as required by Section 13.01(d) and Section 13.01(e) of the Indenture, that the Merger will constitute a Designated Event and a Fundamental Change, each as defined in the Indenture. In addition, notice is also hereby given as required by and for purposes of Section 13.09(c) of the Indenture that the anticipated effective date of the Merger (the “Effective Date”) will be April 20, 2016. The Company is providing this notice of an anticipated Effective Date solely to comply with its obligations under the Indenture. Consummation of the Merger, however, remains subject to the satisfaction of certain specified conditions under the Merger Agreement, including the receipt of stockholder approvals and of regulatory clearances in China and South Africa which have not yet been obtained and the timing of which cannot be readily predicted at this time. Pursuant to Section 13.01(d) of the Indenture, holders of the Notes may surrender the Notes for conversion from March 8, 2016 until a date to be specified by the Company that shall be at least 20 business days after the actual Effective Date.

The Observation Period with respect to any conversion will be the 20 consecutive Trading Day period beginning on, and including, the second Trading Day after the holder of the Notes has complied with the requirements for conversion set forth in Section 13.02(c) of the Indenture and the consideration the holders of the Notes will receive upon conversion will depend on the price of the Company’s Common Stock, for the portion of the Observation Period that occurs prior to the Effective Date, and the value of the “Per Share Merger Consideration” (as defined in the Merger Agreement), for the portion of the Observation Period that occurs on and after the Effective Date. Holders of the Notes that submit their conversion notice prior to the second Trading Day immediately preceding the Effective Date will receive conversion consideration that will depend in part on the price of the Company’s Common Stock prior to the Effective Date, while holders of the Notes that submit their conversion notice on or after such date will receive conversion consideration based on the Per Share Merger Consideration (consisting of cash and shares of Western Digital common stock). If the Merger does not close, holders of the Notes that surrendered their Notes for conversion will not receive any Additional Shares in connection with a Fundamental Change even though their Notes have been converted.

As the actual Effective Date cannot yet be determined, the Company shall provide a supplemental notice (the “Supplemental Notice”) as soon as reasonably practicable following the Company’s determination of the actual Effective Date. On the actual Effective Date, the holders of Company’s Common Stock of record shall be entitled to exchange their Common Stock for the Per Share Merger Consideration.

Very truly yours,

SanDisk Corporation