From the 8K (Seagate holdings in SNDK)
Developments regarding Seagate Technology, Inc.
As of August 6, 1999, Seagate Technology, Inc., our largest stockholder,
beneficially owned 6,141,374 shares, or 22.5%, of our common stock. In October
1999, Seagate determined that it would not proceed with its proposed sale of
250,000 shares of our common stock in our proposed public offering of 3,000,000
shares of common stock or its proposed sale of $200,000,000 of our common stock
through the SanDisk PEPS Trust to holders of Premium Exchangeable Participating
Shares, or PEPS, of the trust. Seagate has agreed not to sell or otherwise
transfer 5,141,374 of its shares for a period of 90 days after the date of the
final prospectus relating to the proposed offering. Other than our directors,
executive officers and Seagate, no other stockholder is bound by a lock-up
agreement with the underwriters. If Seagate were to sell all or part of the
remaining 1,000,000 shares during this 90 day lock-up period, or the remainder
of its shares after this period, or other stockholders were to sell their
shares, the price of our common stock could fall significantly. In addition,
sales of a significant amount of our common stock in the open market by Seagate
or other significant stockholders could make it more difficult for us to sell
equity or equity-related securities in the future at a time and price that we
deem appropriate. If this were to occur, and we were unable to raise capital
through other means, our business, financial condition and results of operations
could be materially harmed. |
