As filed with the Securities and Exchange Commission on May 12, 2016
Registration Nos. 033-99214; 333-32039; 333-83193; 333-63076; 333-85320; 333-109186; 333-112139; 333-126157; 333-131097; 333-136491; 333-138978; 333-159710; 333-174633; 333-176217; 333-179644; 333-189613; 333-191804; 333-197581
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement (No. 033-99214)
Form S-8 Registration Statement (No. 333-32039)
Form S-8 Registration Statement (No. 333-83193)
Form S-8 Registration Statement (No. 333-63076)
Form S-8 Registration Statement (No. 333-85320)
Form S-8 Registration Statement (No. 333-109186)
Form S-8 Registration Statement (No. 333-112139)
Form S-8 Registration Statement (No. 333-126157)
Form S-8 Registration Statement (No. 333-131097)
Form S-8 Registration Statement (No. 333-136491)
Form S-8 Registration Statement (No. 333-138978)
Form S-8 Registration Statement (No. 333-159710)
Form S-8 Registration Statement (No. 333-174633)
Form S-8 Registration Statement (No. 333-176217)
Form S-8 Registration Statement (No. 333-179644)
Form S-8 Registration Statement (No. 333-189613)
Form S-8 Registration Statement (No. 333-191804)
Form S-8 Registration Statement (No. 333-197581)
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 incorporation) | (I.R.S. Employer Identification No.) |
951 SanDisk Drive
Milpitas, California 95035
(408) 801-1000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
SanDisk Corporation 1995 Stock Option Plan
SanDisk Corporation 1995 Non-Employee Directors Stock Option Plan
SanDisk Corporation Employee Stock Purchase Plan
SanDisk Corporation International Employee Stock Purchase Plan
SanDisk Corporation Special Stock Option Plan, As Amended and Restated February 23, 2000
SanDisk Corporation 1995 Stock Option Plan, As Amended and Restated January 2, 2002
SanDisk Corporation Employee Stock Purchase Plan, As Amended and Restated January 2, 2002
SanDisk Corporation International Employee Stock Purchase Plan, As Amended and Restated January 2, 2002
SanDisk Corporation 1995 Non-Employee Directors Stock Option Plan, As Amended and Restated January 2, 2002
SanDisk Corporation 1995 Non-Employee Directors Stock Option Plan, As Amended and Restated January 2, 2004
SanDisk Corporation 2005 Stock Incentive Plan
SanDisk Corporation 2005 Employee Stock Purchase Plan
SanDisk Corporation 2005 International Employee Stock Purchase Plan
Rhombus, Inc. 1998 Long Term Equity Incentive Plan
Matrix Semiconductor, Inc. 1999 Stock Plan
Matrix Semiconductor, Inc. 2005 Stock Incentive
msystems Ltd. 2003 Stock Option and Restricted Stock Incentive Plan
msystems Ltd. Section 102 Stock Option/Stock Purchase and Stock Option Plans
Pliant Technology, Inc. 2007 Stock Plan
SanDisk Corporation Amended and Restated 2005 Incentive Plan
SanDisk Corporation Amended and Restated 2005 Employee Stock Purchase Plan
SanDisk Corporation Amended and Restated 2005 International Employee Stock Option Plan
FlashSoft Corporation Amended and Restated 2011 Equity Plan
SanDisk Corporation 2013 Incentive Plan
SMART Storage Systems (Global Holdings), Inc. 2011 Share Incentive Plan
Fusion-io, Inc. 2008 Stock Incentive Plan
Fusion-io, Inc. 2010 Executive Stock Incentive Plan
Fusion-io, Inc. 2011 Equity Incentive Plan
Fusion-io, Inc. Non-Plan Stock Option Agreements
IO Turbine, Inc. 2009 Equity Incentive Plan
NexGen Storage, Inc. 2010 Equity Incentive Plan
(Full titles of the plans)
Michael C. Ray
President and Secretary
SanDisk Corporation
951 SanDisk Drive
Milpitas, California 95035
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Neil Whoriskey Matthew P. Salerno Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, NY 10006 |
Michael Ray Western Digital Corporation 3355 Michelson Drive, Suite 100 Irvine, CA 92612 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):
| Large Accelerated filer | x | Accelerated filer | ¨ | |||
| Non-Accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
EXPLANATORY NOTE / DEREGISTRATION OF UNSOLD SECURITIES
On May 12, 2016, Western Digital Technologies, Inc. “(Western Digital Technologies”), a wholly-owned subsidiary of Western Digital Corporation (“Parent”), completed its acquisition of SanDisk Corporation (the “Registrant”). Pursuant to the Agreement and Plan of Merger, dated as of October 21, 2015, and as further amended, modified, supplemented or restated from time to time (the “Merger Agreement”), by and among the Registrant, Parent and Schrader Acquisition Corporation (“Merger Sub”), Merger Sub merged with and into the Registrant (the “Merger”), with the Registrant surviving the Merger as the surviving corporation and as a wholly-owned indirect subsidiary of Parent.
The Registrant previously registered shares of the Registrant’s common stock, $0.001 par value per share, under the below referenced Registration Statements on Form S-8 (the “Registration Statements”) concerning shares issuable or issued under certain employee benefit and equity plans and agreements. As a result of the consummation of the transactions contemplated by the Merger Agreement, the Registrant has terminated all offerings of its securities pursuant to the below referenced Registration Statements. In accordance with an undertaking made by the Registrant in each of the Registration Statements to remove from registration by means of a post-effective amendment any securities which remain unsold at the termination of the offering, the Registrant hereby removes and withdraws from registration all securities of the Registrant registered pursuant to the Registration Statements that remain unsold as of the date hereof.
| Registration No. |
Date Filed With the SEC |
Name of Equity Plan |
Number of Shares Originally Registered | |||
| 033-99214 | 11/13/1995 | SanDisk Corporation 1995 Stock Option Plan | 3,498,711 | |||
| SanDisk Corporation 1995 Non-Employee Directors Stock Option Plan | 150,000 | |||||
| SanDisk Corporation Employee Stock Purchase Plan SanDisk Corporation International Employee Stock Purchase Plan |
433,333 | |||||
| 333-32039 | 7/25/1997 | SanDisk Corporation 1995 Stock Option Plan | 2,500,000 | |||
| SanDisk Corporation 1995 Non-Employee Directors Stock Option Plan | 50,000 | |||||
| SanDisk Corporation Employee Stock Purchase Plan | 450,000 | |||||
| 333-83193 | 7/19/1999 | SanDisk Corporation 1995 Stock Option Plan | 3,500,000 | |||
| SanDisk Corporation 1995 Non-Employee Directors Stock Option Plan | 200,000 | |||||
| SanDisk Corporation Employee Stock Purchase Plan | 300,000 | |||||
| 333-63076 | 6/15/2001 | SanDisk Corporation Special Stock Option Plan, As Amended and Restated February 23, 2000 |
2,000,000 | |||
| 333-85320 | 4/1/2002 | SanDisk Corporation 1995 Stock Option Plan, As Amended and Restated January 2, 2002 |
2,985,040 | |||
| SanDisk Corporation Employee Stock Purchase Plan, As Amended and Restated January 2, 2002 |
244,396 | |||||
| SanDisk Corporation International Employee Stock Purchase Plan, As Amended and Restated January 2, 2002 |
50,000 | |||||
| SanDisk Corporation 1995 Non-Employee Directors Stock Option Plan, As Amended and Restated January 2, 2002 |
136,928 | |||||
| 333-109186 | 9/26/2003 | SanDisk Corporation 1995 Stock Option Plan, As Amended and Restated January 2, 2002 |
3,015,194 | |||
| SanDisk Corporation Employee Stock Purchase Plan, As Amended and Restated January 2, 2002 |
267,370 | |||||
| SanDisk Corporation International Employee Stock Purchase Plan, As Amended and Restated January 2, 2002 |
30,000 | |||||
| SanDisk Corporation 1995 Non-Employee Directors Stock Option Plan, As Amended and Restated January 2, 2002 |
138,311 | |||||
| 333-112139 | 1/23/2004 | SanDisk Corporation 1995 Stock Option Plan, As Amended and Restated January 2, 2002 |
3,507,698 | |||
| Registration No. |
Date Filed With the SEC |
Name of Equity Plan |
Number of Shares Originally Registered | |||
| SanDisk Corporation Employee Stock Purchase Plan, As Amended and Restated January 2, 2002 |
220,942 | |||||
| SanDisk Corporation International Employee Stock Purchase Plan, As Amended and Restated January 2, 2002 |
125,000 | |||||
| SanDisk Corporation 1995 Non-Employee Directors Stock Option Plan, As Amended and Restated January 2, 2004 |
160,903 | |||||
| 333-126157 | 6/27/2005 | SanDisk Corporation 2005 Stock Incentive Plan | 5,700,000 | |||
| SanDisk Corporation 2005 Employee Stock Purchase Plan SanDisk Corporation 2005 International Employee Stock Purchase Plan |
5,000,000 in the aggregate | |||||
| 333-131097 | 1/18/2006 | Rhombus, Inc. 1998 Long Term Equity Incentive Plan Matrix Semiconductor, Inc. 1999 Stock Plan Matrix Semiconductor, Inc. 2005 Stock Incentive |
567,379 | |||
| 333-136491 | 8/10/2006 | SanDisk Corporation 2005 Incentive Plan | 15,000,000 | |||
| 333-138978 | 11/28/2006 | msystems Ltd. 2003 Stock Option and Restricted Stock Incentive Plan msystems Ltd. Section 102 Stock Option/Stock Purchase and Stock Option Plans |
5,388,283 | |||
| 333-159710 | 6/3/2009 | SanDisk Corporation 2005 Incentive Plan | 6,903,913 | |||
| 333-174633 | 6/1/2011 | Pliant Technology, Inc. 2007 Stock Plan | 208,913 | |||
| 333-176217 | 8/10/2011 | SanDisk Corporation Amended and Restated 2005 Incentive Plan | 9,441,523 | |||
| SanDisk Corporation Amended and Restated 2005 Employee Stock Purchase Plan SanDisk Corporation Amended and Restated 2005 International Employee Stock Purchase Plan |
5,000,000 in the aggregate | |||||
| Pliant Technology, Inc. 2007 Stock Plan | 208,913 | |||||
| 333-179644 | 2/23/2012 | FlashSoft Corporation Amended and Restated 2011 Equity Plan | 120,677 | |||
| 333-189613 | 6/26/2013 | SanDisk Corporation 2013 Incentive Plan | 20,018,299 | |||
| 333-191804 | 10/18/2013 | SMART Storage Systems (Global Holdings), Inc. 2011 Share Incentive Plan | 183,069 | |||
| 333-197581 | 7/23/2014 | Fusion-io, Inc. 2008 Stock Incentive Plan Fusion-io, Inc. 2010 Executive Stock Incentive Plan Fusion-io, Inc. 2011 Equity Incentive Plan Fusion-io, Inc. Non-Plan Stock Option Agreements IO Turbine, Inc. 2009 Equity Incentive Plan NexGen Storage, Inc. 2010 Equity Incentive Plan |
872,465 | |||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milpitas, State of California, on this 12th day of May, 2016.
| SANDISK CORPORATION | ||
| By: | /s/ Michael C. Ray | |
| Michael C. Ray President and Secretary | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 12, 2016.
| Signature |
Title | |
| /s/ Michael C. Ray Michael C. Ray |
President and Secretary (Principal Executive Officer) | |
| /s/ Hector Fernandez Hector Fernandez |
Chief Financial Officer (Principal Financial and Accounting Officer) | |
| /s/ Stephen D. Milligan Stephen D. Milligan |
Director | |