SANDISK CORP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2016-05-12: Form 8-K; Period of report 2016-05-12; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.01.
- 2016-05-10: Form 8-K; Period of report 2016-05-10; Description 8.01 Other Events; Details 8.01.
- 2016-04-27: Form 8-K; Period of report 2016-04-27; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2016-03-15: Form 8-K; Period of report 2016-03-15; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2016-05-12 | 8-K | 2016-05-12 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 2.01 The disclosures under the Introductory Note of this Current Report on Form 8-K are incorporated herein by reference. 3.01 Prior to the Merger, shares of SanDisk Common Stock were registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and listed on the NASDAQ Global Stock Market (“NASDAQ”) under the symbol “SNDK.” Trading on the NASDAQ in shares of SanDisk Common Stock was halted before the opening of trading on May 12, 2016 and was suspended before the opening of trading on May 13, 2016. 3.03 Upon the effective time of the Merger (the “Effective Time”), each holder of SanDisk Common Stock issued and outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of SanDisk (other than the rights of the holders of SanDisk Common Stock (other than the Excluded Stock) to receive the Merger Consideration). 5.01 The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 In connection with the Merger, on May 12, 2016, the following individuals resigned as members of SanDisk’s board of directors and all committees thereof, effective as of the Effective Time of the Merger: Irwin Federman, Steven J. Gomo, Eddy W. Hartenstein, Dr. Chenming Hu, Catherine P. Lego, Michael E. Marks, Sanjay Mehrotra and D. Scott Mercer. 5.03 In connection with the Merger, SanDisk amended and restated its certificate of incorporation and its bylaws. | d194408d8k.htm |
| 2016-05-10 | 8-K | 2016-05-10 | 8.01 Other Events | 8.01 On May 10, 2016, SanDisk Corporation (“SanDisk” or the “Company”) issued a press release announcing that it has received final regulatory approval from China’s Ministry of Commerce (“MOFCOM”) to complete the acquisition of the Company by Western Digital Technologies, Inc., a wholly-owned subsidiary of Western Digital Corporation (“Western Digital”). | a16-9802_18k.htm |
| 2016-04-27 | 8-K | 2016-04-27 | 2.02 Results of Operations and Financial Condition | 2.02 On April 27, 2016, SanDisk Corporation (the “Registrant” or “SanDisk”) issued a press release to report its financial results for its first quarter ended April 3, 2016. | form8-kxq116earningsrelease.htm |
| 2016-03-15 | 8-K | 2016-03-15 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 SanDisk Corporation (the “Company”) held a Special Meeting of Stockholders on March 15, 2016 (the “Special Meeting”) to consider certain proposals related to the Company’s previously announced acquisition by Western Digital Corporation (“Western Digital”). 8.01 The Company issued a press release on March 15, 2016 announcing the results of the Special Meeting as well as the results of Western Digital’s Special Meeting of Stockholders held on March 15, 2016, which is attached hereto as Exhibit 99.1 and incorporated herein by reference. | a16-6409_18k.htm |
| 2016-03-01 | 8-K | 2016-03-01 | 8.01 Other Events | a16-5596_18k.htm | |
| 2016-02-24 | 8-K | 2016-02-23 | 8.01 Other Events | 8.01 On February 23, 2016, Western Digital Corporation, a Delaware corporation (“Western Digital”) issued a press release (i) reaffirming its commitment to its acquisition of SanDisk Corporation (the “Company” or “SanDisk”) and (ii) announcing the termination by Unis Union Information System Ltd., a Hong Kong corporation (“Unis Union”), of the Stock Purchase Agreement, dated September 29, 2015 (the “Unis Investment”), by and among Western Digital, Unis Union and Unisplendour Corporation Limited, a Chinese corporation. | a16-5123_18k.htm |
| 2016-02-19 | 8-K | 2016-02-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 16, 2016, the Compensation Committee of the Board of Directors of SanDisk Corporation (the “Company”) took a number of actions affecting officer compensation, including the approval of bonuses for fiscal year 2015, base salaries and target bonus percentages for fiscal year 2016 for the Company’s named executive officers for whom compensation was disclosed in the Company’s most recent proxy statement and who remain employed by the Company (the “Named Executive Officers”). | a2016-q18xkexeccomp.htm |
| 2016-02-04 | 8-K | 2016-02-04 | 8.01 Other Events | 8.01 On February 4, 2016, the European Commission approved under the EU Merger Regulation Western Digital Corporation’s (“Western Digital”) pending acquisition of SanDisk Corporation (“SanDisk”). | a16-3583_18k.htm |
| 2016-01-27 | 8-K | 2016-01-27 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On January 27, 2016, SanDisk Corporation (the “Registrant” or “SanDisk”) issued a press release to report its financial results for its fourth quarter and fiscal year ended January 3, 2016. | form8-kxq415earningsrelease.htm |
| 2016-01-19 | 8-K | 2016-01-15 | 8.01 Other Events | 8.01 The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) for Western Digital Corporation’s (“Western Digital”) pending acquisition of SanDisk Corporation (“SanDisk”) expired at 11:59 p.m. on January 15, 2016. | a16-1971_18k.htm |