UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the fiscal year ended
January 1, 2006
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
Commission file number: 0-26734
SANDISK CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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77-0191793 |
| (State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.) |
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| 140 Caspian Court |
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| Sunnyvale, California
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940898 |
| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (408) 542-0500
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share
(Title of Class)
Rights to Purchase Series A, Junior Participating Preferred Stock
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes þ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Exchange Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated
filer” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
As of July 3, 2005, the aggregate market value of the registrant’s common stock held by
non-affiliates of the registrant was $3,559,616,995 based on the closing sale price as reported on
the National Association of Securities Dealers Automated Quotation System National Market System.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock,
as of the latest practicable date.
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Outstanding at March 1, 2006 |
| Common Stock, $0.001 par value per share
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194,010,547 |
DOCUMENTS INCORPORATED BY REFERENCE
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| Document |
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Parts Into Which Incorporated |
Annual Report to Stockholders for the Fiscal Year Ended
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Parts I, II, and IV |
January 1, 2006 (Annual Report) |
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Proxy Statement for the Annual Meeting of Stockholders
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Part III |
to be held May 25, 2006 (Proxy Statement) |
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EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Registrant’s Annual Report on
Form 10-K for the fiscal year ended January 1, 2006, originally filed on March 15, 2006 (the
“Original Filing”). The Registrant is filing this Amendment solely to correct an error on the
cover page of the Original Filing. The Original Filing incorrectly reflected that the Registrant
had not filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months. The correct box has been checked on the cover page of
this Amendment to correct that error.
Except as described above, no other changes have been made to the Original Filing.
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SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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SANDISK CORPORATION
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By: |
/s/ Judy Bruner
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Judy Bruner |
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Executive Vice President, Administration,
Chief Financial Officer
(on behalf of the Registrant and as
Principal Financial and Accounting Officer) |
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Dated: April 13, 2006
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.
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Date |
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Eli Harari |
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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April 13, 2006 |
| /s/ Judy Bruner
Judy Bruner |
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Executive Vice President, Administration,
Chief Financial Officer (Principal Financial
and Accounting Officer)
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April 13, 2006 |
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Irwin Federman |
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Chairman of the Board, Director
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April 13, 2006 |
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Steven J. Gomo |
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Director
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April 13, 2006 |
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Eddy W. Hartenstein |
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Director
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April 13, 2006 |
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Catherine Pierson Lego |
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Director
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April 13, 2006 |
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Michael E. Marks |
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Director
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April 13, 2006 |
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James D. Meindl |
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Director
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April 13, 2006 |
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Alan F. Shugart |
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Director
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April 13, 2006 |
| * By /s/ Judy Bruner
Judy Bruner
Attorney-in-Fact |
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Executive Vice President, Administration,
Chief Financial Officer
(Principal Financial and Accoutning Officer)
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April 13, 2006 |