content: <PAGE>
  
                                   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)   June 30, 2000
                                                  --------------------------------
                               SanDisk Corporation
  --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)
  
  
  Delaware                          000-26734                 77-0191793
  --------------------------------------------------------------------------------
  (State or other jurisdiction     (Commission             (IRS Employer
  of incorporation)                  File Number)        Identification No.)
  
  
                 140 Caspian Court, Sunnyvale, California            94089
  --------------------------------------------------------------------------------
                 (Address of principal executive offices)          (Zip Code)
  
  
  
  Registrant's telephone number, including area code  (408) 542-0500
                                                     -----------------------------
                                       None
  --------------------------------------------------------------------------------
           (Former name or former address, if changed since last report)
  <PAGE>
  
  ITEM 5.  OTHER EVENTS
  
        Toshiba Collaboration
        ---------------------
  
            On June 30, 2000, SanDisk closed a transaction with Toshiba under
  which we and Toshiba created a new semiconductor company - FlashVision, L.L.C. -
  to produce advanced flash memory, utilizing fabrication space at Dominion
  Semiconductor in Manassas, VA. We and Toshiba will each get 50 percent of
  Dominion's flash memory production and will separately market and sell our share
  of the output of the joint venture production to our respective customers. The
  NAND memory wafers will primarily be used to manufacture flash memory cards for
  use in digital cameras, digital music players and future generations of cell
  phones .
  
            Under the strategic joint venture, we and Toshiba plan to spend
  approximately $700 million to equip existing fabrication space at Dominion. The
  investment costs and ownership of FlashVision will be shared equally by both of
  us. Dominion expects to hire an additional 600 workers for production for
  FlashVision with volume production of NAND flash memories expected to start in
  the second half of 2001 and achieve high volume mass production in 2002.
  
            In addition to the joint venture company, we and Toshiba will work
  together to develop 512 megabit (Mbit), 1 gigabit (Gbit) and 2 Gbit flash
  memories -- along with future generations of flash memories -- employing 0.16
  and 0.13 micron process technologies. The flash memory devices will utilize
  SanDisk's proprietary multilevel cell (MLC) flash technology. In addition, we
  and Toshiba will develop advanced controllers including Secure Digital (SD)
  Memory Card controllers.
  
            A copy of the Registrant's press release issued on May 9, 2000
  announcing the signing of the agreement is attached hereto as Exhibit 99.1 and
  is incorporated herein in its entirety by reference.
  
        Investment in Tower Semiconductor
        ---------------------------------
  
            On July 4, 2000, SanDisk announced an agreement with Tower
  Semiconductor under which we will make a $75 million strategic investment in
  Tower. In return for our investment, we will receive equity, corresponding
  representation on Tower's board and committed production capacity in the
  advanced fabrication facility Tower plans to build in Migdal Haemek, Israel.
  
            Tower plans to raise additional equity, mostly from other strategic
  partners in similar transactions, of approximately $350 million. It is expected
  that following the completion of all the financing transactions necessary for
  the new wafer manufacturing facility, we will hold approximately a 10% stake in
  Tower, while the Israel Corp. will own approximately 20% of Tower. Additional
  strategic partners that will join the initiative will hold together
  approximately 30% of the company.
  
            Under the terms of the agreement, our investment will be made in
  several stages over an approximately 18 month period, against satisfactory
  completion of key milestones for the construction, equipping and commencement of
  production at the new wafer fab. We will receive from Tower a guaranteed portion
  of the available wafer capacity at competitive pricing, with first production
  expected in 2002. We will also hold an option to acquire additional equity of
  approximately 10% of Tower under generally similar terms. The total cost of the
  project is estimated at $1.5 billion through the end of 2003.
  
            The closing of the transaction with Tower is subject to several
  conditions, including the timely approval of a financial incentive package from
  the Israeli government, securing additional required financing from other wafer
  fab partners and banking and/or financial institutions, timely commencement of
  fab construction, as well as respective board approval.
  
            A copy of the Registrant's press release issued on July 4, 2000
  concerning the foregoing is attached hereto as Exhibit 99.2 and is incorporated
  herein in its entirety by reference.
  
  
  
  ITEM 7.  EXHIBITS
  
            Exhibits
            --------
  
            Number    Description of Document
            ------    -----------------------
  
            99.1  Press Release of the Registrant dated May 9, 2000 announcing
                  collaboration with Toshiba Corporation.
  
            99.2  Press Release of the Registrant dated July 4, 2000 announcing
                  Investment Agreement with Tower Semiconductor.
  
  <PAGE>
  
                           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.
  
  
                                         SANDISK CORPORATION
  
  
  
  Date:  July 17, 2000                 By: /s/  Frank A. Calderoni
                                           --------------------------
                                           Name:   Frank A. Calderoni
                                           Title:  Senior Vice President, Finance
                                                   and Administration, and
                                                   Chief Financial Officer
  
  <PAGE>
  
                                   EXHIBIT INDEX
  
  
  
  Exhibit
  Number    Description of Document
  ------    -----------------------
  
  99.1      Press Release of the Registrant dated May 9, 2000 announcing
            collaboration with Toshiba Corporation.
  
  99.2      Press Release of the Registrant dated July 4, 2000 announcing
            Investment Agreement with Tower Semiconductor.
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text: 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)   June 30, 2000
                                                  --------------------------------
                               SanDisk Corporation
  --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)
  
  Delaware                          000-26734                 77-0191793
  --------------------------------------------------------------------------------
  (State or other jurisdiction     (Commission             (IRS Employer
  of incorporation)                  File Number)        Identification No.)
  
                 140 Caspian Court, Sunnyvale, California            94089
  --------------------------------------------------------------------------------
                 (Address of principal executive offices)          (Zip Code)
  
  Registrant's telephone number, including area code  (408) 542-0500
                                                     -----------------------------
                                       None
  --------------------------------------------------------------------------------
           (Former name or former address, if changed since last report)
  ITEM 5.  OTHER EVENTS
  
        Toshiba Collaboration
        ---------------------
  
            On June 30, 2000, SanDisk closed a transaction with Toshiba under
  which we and Toshiba created a new semiconductor company - FlashVision, L.L.C. -
  to produce advanced flash memory, utilizing fabrication space at Dominion
  Semiconductor in Manassas, VA. We and Toshiba will each get 50 percent of
  Dominion's flash memory production and will separately market and sell our share
  of the output of the joint venture production to our respective customers. The
  NAND memory wafers will primarily be used to manufacture flash memory cards for
  use in digital cameras, digital music players and future generations of cell
  phones .
  
            Under the strategic joint venture, we and Toshiba plan to spend
  approximately $700 million to equip existing fabrication space at Dominion. The
  investment costs and ownership of FlashVision will be shared equally by both of
  us. Dominion expects to hire an additional 600 workers for production for
  FlashVision with volume production of NAND flash memories expected to start in
  the second half of 2001 and achieve high volume mass production in 2002.
  
            In addition to the joint venture company, we and Toshiba will work
  together to develop 512 megabit (Mbit), 1 gigabit (Gbit) and 2 Gbit flash
  memories -- along with future generations of flash memories -- employing 0.16
  and 0.13 micron process technologies. The flash memory devices will utilize
  SanDisk's proprietary multilevel cell (MLC) flash technology. In addition, we
  and Toshiba will develop advanced controllers including Secure Digital (SD)
  Memory Card controllers.
  
            A copy of the Registrant's press release issued on May 9, 2000
  announcing the signing of the agreement is attached hereto as Exhibit 99.1 and
  is incorporated herein in its entirety by reference.
  
        Investment in Tower Semiconductor
        ---------------------------------
  
            On July 4, 2000, SanDisk announced an agreement with Tower
  Semiconductor under which we will make a $75 million strategic investment in
  Tower. In return for our investment, we will receive equity, corresponding
  representation on Tower's board and committed production capacity in the
  advanced fabrication facility Tower plans to build in Migdal Haemek, Israel.
  
            Tower plans to raise additional equity, mostly from other strategic
  partners in similar transactions, of approximately $350 million. It is expected
  that following the completion of all the financing transactions necessary for
  the new wafer manufacturing facility, we will hold approximately a 10% stake in
  Tower, while the Israel Corp. will own approximately 20% of Tower. Additional
  strategic partners that will join the initiative will hold together
  approximately 30% of the company.
  
            Under the terms of the agreement, our investment will be made in
  several stages over an approximately 18 month period, against satisfactory
  completion of key milestones for the construction, equipping and commencement of
  production at the new wafer fab. We will receive from Tower a guaranteed portion
  of the available wafer capacity at competitive pricing, with first production
  expected in 2002. We will also hold an option to acquire additional equity of
  approximately 10% of Tower under generally similar terms. The total cost of the
  project is estimated at $1.5 billion through the end of 2003.
  
            The closing of the transaction with Tower is subject to several
  conditions, including the timely approval of a financial incentive package from
  the Israeli government, securing additional required financing from other wafer
  fab partners and banking and/or financial institutions, timely commencement of
  fab construction, as well as respective board approval.
  
            A copy of the Registrant's press release issued on July 4, 2000
  concerning the foregoing is attached hereto as Exhibit 99.2 and is incorporated
  herein in its entirety by reference.
  
  ITEM 7.  EXHIBITS
  
            Exhibits
            --------
  
            Number    Description of Document
            ------    -----------------------
  
            99.1  Press Release of the Registrant dated May 9, 2000 announcing
                  collaboration with Toshiba Corporation.
  
            99.2  Press Release of the Registrant dated July 4, 2000 announcing
                  Investment Agreement with Tower Semiconductor.
  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.
  
                                         SANDISK CORPORATION
  
  Date:  July 17, 2000                 By: /s/  Frank A. Calderoni
                                           --------------------------
                                           Name:   Frank A. Calderoni
                                           Title:  Senior Vice President, Finance
                                                   and Administration, and
                                                   Chief Financial Officer
  EXHIBIT INDEX
  
  Exhibit
  Number    Description of Document
  ------    -----------------------
  
  99.1      Press Release of the Registrant dated May 9, 2000 announcing
            collaboration with Toshiba Corporation.
  
  99.2      Press Release of the Registrant dated July 4, 2000 announcing
            Investment Agreement with Tower Semiconductor.