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) July 3, 2003

SanDisk Corporation

(Exact name of registrant as specified in its charter)

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

140 Caspian Court, Sunnyvale, California
(Address of principal executive offices) 94089 (Zip Code)

Registrant’s telephone number, including area code (408) 542-0500

N/A

(Former name or former address, if changed since last report)

TABLE OF CONTENTS

	ITEM 5. OTHER EVENTS
	ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
	ITEM 9. REGULATION FD DISCLOSURE.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2

ITEM 5. OTHER EVENTS

     On July 16, 2003, SanDisk Corporation (the “Registrant”) issued a press release announcing the filing of a shelf registration statement on Form S-3. The press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

     On July 3, 2003, a purported shareholder class action lawsuit was filed on behalf of United States holders of ordinary shares of Tower Semiconductor, Ltd., or Tower, as of the close of business on April 1, 2002 in the United States District Court for the Southern District of New York against Tower and certain of its directors and shareholders, including the Registrant and Eli Harari, the Registrant’s President and CEO and a Tower board member, asserting claims arising under Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 14a-9 promulgated thereunder. The lawsuit alleges that Tower and certain of its directors made false and misleading statements in a proxy solicitation to Tower shareholders regarding a proposed amendment to a contract between Tower and certain of its shareholders, including the Registrant. The plaintiffs are seeking unspecified damages and attorneys’ and experts’ fees and expenses.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

     See attached Exhibit Index.

ITEM 9. REGULATION FD DISCLOSURE.

     On July 16, 2003, the Registrant issued a press release to report its financial results for its second quarter ended June 30, 2003. The press release is attached hereto as Exhibit 99.2 and is incorporated herein in its entirety by reference.

     The information contained in this Item 9 is being furnished pursuant to Item 12, “Results of Operations and Financial Condition.” It is being furnished under Item 9 of this Form 8-K in accordance with interim guidance issued by the SEC in release No. 33-8216. The information contained herein and in the accompanying Exhibit 99.2 shall be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, where such incorporation is provided for, and shall be specifically incorporated by reference into our currently effective registration statements on Form S-3 and Form S-8. Except as provided in the previous sentence, the information in this Item 9, including Exhibit 99.2 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The furnishing of the information in this Item 9 (including Exhibit 99.2 hereto) shall not be deemed an admission that such furnishing is required by Regulation FD or that the information in this Item 9 contains material information that is not otherwise publicly available.

     (c)  Exhibits

Number	Description of Document
99.1	Press Release of SanDisk Corporation dated July 16, 2003, announcing the filing of a shelf registration statement on Form S-3.
99.2	Press Release of SanDisk Corporation dated July 16, 2003 to report its financial results for its second quarter ended June 30, 2003.

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.

Date: July 16, 2003
	SanDisk Corporation
	By:    /s/ MICHAEL GRAY Name:   Michael Gray Title:    Chief Financial Officer and Sr. VP,              Finance and Administration              (Principal Financial and Accounting              Officer)

EXHIBIT INDEX

Exhibit Number	Description of Document
99.1	Press Release of SanDisk Corporation dated July 16, 2003, announcing the filing of a shelf registration statement on Form S-3.
99.2	Press Release of SanDisk Corporation dated July 16, 2003 to report its financial results for its second quarter ended June 30, 2003.

EX-99.1 3 f91520exv99w1.htm EXHIBIT 99.1

Exhibit 99.1

SANDISK FILES SHELF REGISTRATION STATEMENT

SUNNYVALE, CA, July 16, 2003 - SanDisk Corporation (NASDAQ: SNDK) announced today that it has filed a shelf registration statement with the Securities and Exchange Commission providing for the offering from time to time of shares of its common stock with an aggregate offering price of up to $500,000,000.

At the time any of the shares covered by the registration statement are offered for sale, a prospectus supplement will be provided containing specific information about the terms of any such offering.

SanDisk currently anticipates that the net proceeds from any sale of the shares will be used for general corporate purposes, including the investment in and development of new flash memory fabrication and test capacity, capital expenditures and acquisitions. However, SanDisk currently has no commitments or agreements for any specific acquisitions or investments that require additional capital.

SanDisk, the world’s largest supplier of flash memory data storage card 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.

SanDisk’s web site/home page address: http://www.sandisk.com

A registration statement relating to the shares has been filed with the Securities and Exchange Commission but has not yet become effective. The shares may not be sold nor may offers to buy be accepted before the time the registration statement becomes effective, nor may sales be effected in the absence of a definitive prospectus and a prospectus supplement setting forth the terms and conditions of any specific offering of the shares. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to any registration or qualification under the securities laws of such jurisdiction.

The matters discussed in this news release contain forward looking statements, including with respect to the company’s potential offering and the use of net proceeds from any offering of common stock, that are subject to certain risks and uncertainties as described under the caption, “Risk Factors” or “Factors That May Affect Future Results” in the company’s filings with the Securities and Exchange Commission. The company assumes no obligation to update the information in this release.

###

Media Contact:	Bob Goligoski (408) 542–0463
Investor Contact:	Lori Barker (408) 542-9565

EX-99.1

Exhibit 99.1

EX-99.2

Exhibit 99.2

CONTACT: Lori Barker
Director of Investor Relations
(408) 542-9565

SANDISK ANNOUNCES RECORD REVENUES AND OPERATING EARNINGS

Year-over-Year Growth in Revenues of 84% and Earnings per Share of 300%

     SUNNYVALE, CA, July 16, 2003 — SanDisk Corporation (NASDAQ:SNDK), the world’s largest supplier of flash memory data storage card products, today announced results for the second quarter ended June 30, 2003. Total second quarter revenues grew 84% to $234.6 million compared to the second quarter of 2002 and increased 34% from the prior quarter of 2003. Second quarter net income was $41.3 million compared to $9.0 million and $24.9 million for the prior year’s corresponding quarter and the first quarter of 2003, respectively. Earnings per share grew 300% for the second quarter of 2003 and were $0.52 per diluted share compared with $0.13 per diluted share in the same quarter of 2002. Earnings per share grew 58% sequentially compared to $0.33 per diluted share in the first quarter of 2003.

     “The second quarter was our best quarter ever for revenues and operating earnings. Megabytes and units sold in the quarter reflect record performance, far exceeding our internal forecasts. Demand for our products was exceptionally strong throughout the quarter from OEM and retail customers in all geographies. Current market demand is driven by strong sales of digital cameras as well as accelerating sales of camera cell phones, USB flashdrives and numerous other new applications for NAND flash. I am particularly pleased with our increasing penetration into the camera cell phone market, as well as our excellent internal execution in launching the miniSD card in the second quarter,” said Eli Harari, President and CEO of SanDisk Corporation. “Current demand for NAND flash is exceeding the total industry supply, resulting in a relatively benign pricing environment as we enter the third quarter. I am optimistic about our business prospects in the second half of the year.”

Q2 Financial Highlights

• Product revenues were a record $214.0 million, a growth rate of 85% year-over-year and 38% sequentially.

• License and royalty revenues were $20.6 million and included a one-time catch-up payment of approximately $3 million from one of our licensees.

• Total megabytes sold were a record and grew in excess of 200% year-over-year and 54% sequentially.

• Record units were sold and grew in excess of 100% year-over-year and 51% sequentially.

• Average price per megabyte sold declined 11% sequentially and 42% year-over-year.

• Total gross margin was 38% of total revenues and product gross margin was 32%.

• SanDisk shipped more than one million miniSD cards in the second quarter product launch; the highest volume launch in SanDisk’s history.

• Secure Digital card revenues continued to accelerate and grew more than 50% sequentially.

Exhibit 99.2

• Net cash provided by operating activities was $62.4 million. SanDisk’s cash and short-term investment position increased to $530.3 million.

Q2 Business Highlights

• SanDisk began supplying the new miniSD card for the i-mode 505i series mobile camera phones sold in Japan by NTT DoCoMo. Some of these 505i mobile phones are bundled with a 16-megabyte miniSD card supplied by SanDisk. SanDisk also began selling miniSD cards through retail stores in Japan.

• SanDisk signed an expanded cross-licensing agreement that strengthens our relationship with Sony and enables SanDisk to manufacture and resell various Memory Stick products under the SanDisk brand to our retail and OEM customers. These products include Memory Stick, Memory Stick Duo, Memory Stick with Memory Select Function, Memory Stick I/O cards and Memory Stick PRO.

• SanDisk signed an agreement with Olympus enabling us to manufacture xD-Picture Cards for Olympus and to sell cards under the Olympus brand, in SanDisk’s packaging, through our global retail distribution channel of more than 50,000 store fronts.

• Toshiba and SanDisk tested and demonstrated performance and reliability of a high-density NAND flash memory cell structure that is expected to allow production of 4-Gigabit NAND flash memory using the 90 nanometer design rules in 2004.

• Conversion of .16 micron NAND to .13 micron NAND at Yokkaichi proceeded on schedule in the second quarter and is expected to be completed in the third quarter as planned.

• FORTUNE magazine selected SanDisk for inclusion in their list of top 40 market performers.

• Business Week listed SanDisk as one of the world’s 100 best performing technology companies.

• Circuit City awarded SanDisk the 2002 Merchandising Vendor Excellence award.

Business Outlook

     Despite continued limited bookings visibility, we are optimistic about our business prospects in the second half of the year. In the third quarter, we are projecting continued strength in demand for our products in a relatively benign pricing environment fostered by industry-wide NAND flash memory capacity shortages. We are operating at 100% capacity utilization of our captive sources and maximizing our purchases from non-captive sources. Third quarter product revenues are expected to be capped at a level slightly higher than in the strong second quarter due to these capacity constraints. License and royalty revenues are expected to be approximately $18 million and operating expenses are projected to increase by approximately 12% sequentially. We project that third quarter product gross margins will be in the range of 28-32% which includes increased contribution from non-captive sources that typically generate lower product gross margins. The effective tax rate is forecast to increase to approximately 15% for the second half of the year. Share count changes will largely be a function of the average quarterly stock price. We expect our NAND flash supply availability from captive and non-captive sources to improve considerably in the fourth quarter, in time for the expected seasonally strong year-end.

Forward-Looking Statement

     This news release contains certain forward-looking statements, including our business outlook, expectations for new product introductions, capacity, future product revenues, average selling prices, gross margins, operating margins and tax rates, that are based on our current expectations and involve numerous risks and uncertainties that may cause these forward-looking statements to be inaccurate and may significantly and adversely affect our business, financial condition and results of operations. Risks that may cause these forward-looking statements to be inaccurate include among others: fluctuations in operating results, yields and possible delays related to the start-up of .13 micron flash memory wafer production for FlashVision at the Yokkaichi facility in Japan, delays in qualification of some new .13

Exhibit 99.2

micron product components, any interruption of supply from the Yokkaichi facility, future average selling price erosion due to excess industry capacity, current global economic and geo-political conditions, the timely development, internal qualification and customer acceptance of new products such as the new miniSD, as well as new products that are based on the NAND and NAND/MLC .13 micron flash chips, fluctuations in royalty revenues, business disruption including reduced sales to our customers in the Pacific Rim that may arise from regional issues in Asia, further impairment of our investments in Tower Semiconductor Ltd. and UMC due to any further decline in stock valuations and the other risks detailed from time-to-time in our Securities and Exchange Commission filings and reports, including, but not limited to, the Registration Statement on Form S-3 filed on July 16, 2003, the Form 10-Q for the quarter ended March 31, 2003 and the Annual Report on Form 10-K for the year ended December 31, 2002. Future results may differ materially from those previously reported. We assume no obligation to update the information contained in this release.

About SanDisk

     SanDisk Corporation, the world’s largest supplier of flash memory data storage card 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.

Additional Information

     SanDisk announced separately today the filing of a shelf registration statement for an equity offering of up to $500 million.

Conference Call

     SanDisk’s second quarter 2003 conference call is scheduled for 2:00 p.m. Pacific Time, Wednesday, July 16th. The conference call is being webcast by CCBN and can be accessed live, and throughout the quarter, at SanDisk’s website at www.sandisk.com/IR and at www.streetevents.com for registered streetevents.com users. To participate in the call via telephone, the dial in number is (800) 946-0712. The call will also be available by telephone replay after 6:00 p.m. Pacific Time on July 16th through Sunday, July 20, 2003, by dialing (888) 203-1112 and entering the pass code 541797. A copy of this press release will be filed with the Securities and Exchange Commission on a current report on Form 8-K and will be posted to our website.

SanDisk’s web site / home page address: http:/ / www.sandisk.com
All trade names are either registered trademarks or trademarks of their respective holders.
i-Mode is NTT DoCoMo’s registered mark.

Exhibit 99.2

SanDisk Corporation
Condensed Consolidated Statement of Operations
(In thousands, except per share data, unaudited)

				Three Months Ended						Six Months Ended
				June 30,						June 30,
				2003			2002			2003			2002
Revenues:
		Product		$	214,044		$	115,677		$	369,492		$	202,136
		License and royalty			20,582			12,021			39,614			18,181
Total revenue					234,626			127,698			409,106			220,317
Cost of product revenues					145,854			84,384			248,743			165,783
Gross profits					88,772			43,314			160,363			54,534
Operating expenses:
	Research and development				19,349			17,273			36,927			31,823
	Sales and marketing				15,525			8,817			28,167			17,865
	General and administrative				7,239			6,591			13,924			11,257
Total operating expenses					42,113			32,681			79,018			60,945
Operating income (loss)					46,659			10,633			81,345			(6,411	)
Equity in (loss) income of joint ventures					(100	)		1,740			39			1,247
Interest income					1,823			2,183			4,011			4,497
Interest expense					(1,687	)		(1,707	)		(3,375	)		(3,363	)
Loss in investment in foundries, net					(1,417	)		—			(3,583	)		—
Loss in equity investment					—			—			(4,500	)		—
Other income (loss), net					161			(1,929	)		(855	)		(1,983	)
Income (loss) before taxes					45,439			10,920			73,082			(6,013	)
Provision for (benefit from) income taxes					4,113			1,880			6,831			(11,319	)
Net income				$	41,326		$	9,040		$	66,251		$	5,306
Net income per share
			Basic	$	0.59		$	0.13		$	0.95		$	0.08
			Diluted	$	0.52		$	0.13		$	0.86		$	0.07
Shares used in computing net income per share
			Basic		69,602			68,711			69,445			68,654
			Diluted		82,369			70,977			81,163			70,991

Exhibit 99.2

SanDisk Corporation
Condensed Consolidated Balance Sheets
(In thousands)

			June 30, 2003			December 31, 2002*
			(unaudited)
ASSETS
Current Assets:
	Cash and cash equivalents		$	323,830		$	266,635
	Short-term investments			206,508			189,856
	Investment in foundries			151,425			110,069
	Accounts receivable, net			102,262			81,086
	Inventories			74,480			88,595
	Tax refund receivable			—			1,563
	Prepaid expenses and other current assets			22,986			16,926
Total current assets				881,491			754,730
	Property and equipment, net			45,550			30,307
	Investment in foundries			—			24,197
	Investment in FlashVision			142,448			142,825
	Deferred tax asset			6,922			6,922
	Deposits and other non-current assets			5,627			14,598
		Total Assets	$	1,082,038		$	973,579
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current Liabilities:
	Accounts payable		$	55,342		$	28,294
	Accounts payable to related parties			35,480			26,349
	Accrued payroll and related expenses			14,238			11,690
	Income taxes payable			18,682			15,978
	Deferred tax liability			1,519			6,922
	Research and development liability, related party			4,500			10,507
	Other accrued liabilities			26,655			26,780
	Deferred income on shipments to distributors and retailers and deferred revenue			45,868			43,760
Total current liabilities				202,284			170,280
	Convertible subordinated notes payable			150,000			150,000
	Other liabilities			1,608			2,404
	Deferred revenue			24,272			23,175
		Total Liabilities		378,164			345,859
Stockholders’ Equity:
Common stock				592,385			585,968
Retained earnings				151,016			84,765
Accumulated other comprehensive loss				(39,527	)		(43,013	)
Total stockholders’ equity				703,874			627,720
		Total Liabilities and Stockholders’ Equity	$	1,082,038		$	973,579

*Information derived from the audited Consolidated Financial Statements. -----END PRIVACY-ENHANCED MESSAGE-----