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As filed with the Securities and Exchange Commission on July 17, 1997
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WESTERN DIGITAL CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 95-2647125
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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8105 IRVINE CENTER DRIVE
IRVINE, CALIFORNIA 92618
(714) 932-5000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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WESTERN DIGITAL CORPORATION
NON-EMPLOYEE DIRECTORS
STOCK-FOR-FEES PLAN
WESTERN DIGITAL CORPORATION
DEFERRED COMPENSATION PLAN
(Full title of plans)
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MICHAEL A. CORNELIUS
VICE PRESIDENT LAW & ADMINISTRATION AND SECRETARY
WESTERN DIGITAL CORPORATION
8105 IRVINE CENTER DRIVE
IRVINE, CALIFORNIA 92618
(714) 932-5000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) SHARE PRICE (2) FEE
- ------------------------------------------------------------------------------------------------
DEFERRED COMPENSATION OBLIGATIONS (3) $700,000 $1.00 $700,000 $212.12
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(1) This Registration Statement is filed for up to $700,000 in Deferred
Compensation Obligations of the Registrant pursuant to its Non-Employee
Directors Stock-For-Fees Plan, which by its terms includes unsecured obligations
of the Registrant to pay, in the future, deferred compensation in the form of
shares of its Common Stock or cash in accordance with the terms of the Western
Digital Corporation Deferred Compensation Plan.
(2) Estimated solely for purposes of calculating registration fees.
(3) In addition to the Deferred Compensation Obligations registered
hereunder, 400,000 shares of Common Stock were previously registered on the
Registrant's Form S-8 Registration Statement No. 33-60168, filed with the
Securities and Exchange Commission on March 29, 1993, with respect to the
Registrant's Non-Employee Directors Stock-For-Fees Plan (includes 200,000
shares of Common Stock registered on the Form S-8 Registration Statement and
200,000 shares of Common Stock registered on the Form S-8 Registration
Statement pursuant to Rule 416 in connection with the Registrant's Stock
dividend of one share for each share outstanding on May 20, 1997).
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INTRODUCTION
This Registration Statement on Form S-8 is filed by Western Digital
Corporation, a Delaware corporation (the "COMPANY"), relating to $700,000 in
Deferred Compensation Obligations issuable under the Company's Non-Employee
Directors Stock-For-Fees Plan (the "PLAN"), and administered and paid in
accordance with the terms and provisions of the Company's Deferred Compensation
Plan, to Non-Employee Directors (as defined in the Plan) of the Company electing
to receive deferred compensation in the form of cash or the Company's common
stock, par value $.01 per share (the "COMMON STOCK") in lieu of any or all of
the annual retainer fees and meeting attendance fees otherwise payable in cash
or Common Stock to such Non-Employee Director under the Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part 1 of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended (the
"SECURITIES ACT"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which previously have been filed by the
Company with the Securities and Exchange Commission (the "COMMISSION"), are
incorporated herein by reference and made a part hereof:
(i) The Company's Annual Report on Form 10-K for the year ended
June 29, 1996;
(ii) The Company's Quarterly Reports on Form 10-Q for the quarters
ended September 28, December 28, 1996, and March 29, 1997; and
(iii) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1 (Registration No.
33-54968), including any amendment or report filed for the
purpose of updating such description.
All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the
"EXCHANGE ACT") subsequent to the date of this Registration Statement and prior
to the filing of a post-effective amendment hereto which indicates that all
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents.
For purposes of this Registration Statement, any statement contained in
a document incorporated or deemed to be incorporated herein by reference shall
be deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
Directors of the Company who are not employees of the Company or any
subsidiary of the Company ("ELIGIBLE DIRECTORS") are eligible to participate in
the Plan.
For each calendar year beginning with 1997, one-half of the annual
retainer fee payable to each Eligible Director shall be paid in the form of
Common Stock rather than cash. Each Eligible Director may elect to receive
Common Stock in lieu of any or all of (i) the remaining half of the annual
retainer fee otherwise payable to him or her in cash for that calendar year,
and/or (ii) the meeting attendance fees otherwise payable to him or her in cash
for that calendar year (the "ELECTION"). At the time of the Election an Eligible
Director may also elect to defer the receipt of any cash or stock annual
retainer or meeting fees to be paid during the calendar year to which the
Election applies (the "DEFERRAL"). The Deferral shall not change the form (cash
versus Common Stock) in which the fee is to be paid at the end of the deferral
period, notwithstanding the fact that during the deferral period fees ultimately
payable in Common Stock may be general unsecured obligations of the Company. The
Company shall pay a 15% Common Stock premium to each Eligible Director who
elects to defer annual retainer or meeting fees to be received in Common Stock.
Any premium Common Stock shall be subject to the same deferral election, and
deliverable to the Eligible Director on the same terms, as the Common Stock upon
which the premium is paid.
Deferral of Eligible Directors' fees, whether payable in cash or Common
Stock and including any premiums shall be administered pursuant to the Company's
Deferred Compensation Plan, as amended from time to time (the "DEFERRED PLAN").
The Company's obligations to pay to Eligible Directors the cash or Common Stock
deferred under the Plan and the Deferred Plan are referred to herein as the
"OBLIGATIONS."
Upon deferral, an unfunded deferred cash account (for deferred cash)
("DEFERRED CASH ACCOUNT") or stock equivalent account (for stock) ("STOCK
EQUIVALENT ACCOUNT"), in the Eligible Director's name, will be credited with a
cash balance deferred or an appropriate number of Common Stock equivalents
(equal in value to the amount of cash compensation being replaced by Common
Stock together with the 15% premium divided by the Fair Market Value (as defined
below) of the Common Stock) on the first trading day of the calendar year for
which the annual retainer is being paid (or January 9 in the case of 1997) or,
in the case of an annual retainer being paid to a newly appointed or elected
Eligible Director for a partial year, on the date such Eligible Director joins
the Board of Directors.
The number of shares of Common Stock issuable in lieu of cash meeting
fees shall be determined by dividing the amount of cash fees being replaced by
Common Stock by the Fair Market Value of the Common Stock on the date of the
meeting for which the fee is paid.
The "FAIR MARKET VALUE" of the Common Stock as of any issuance or
deferral date shall be the closing price of the Common Stock on the New York
Stock Exchange ("NYSE")(or another national stock exchange or the Nasdaq
National Market, if the Common Stock trades thereon but not on the NYSE) as of
such date (or, if no such shares were traded on such date, as of the next
preceding day on which there was such a trade, provided that the closing price
on such preceding date is not less than 100% of the fair market value of the
Common Stock, as determined in good faith by the Company, on the date of
issuance). If at any time the Common Stock is no longer traded on a national
stock exchange or the Nasdaq National Market, the Fair Market Value of the
Common Stock as of any issuance date shall be as determined by the Company in
good faith in the exercise of its reasonable discretion.
Deferred Cash Accounts are credited monthly, at the end of each month,
with an amount equal to the account balance multiplied by one-twelfth of the
applicable annual interest rate determined prior to the beginning of each year
by the Board of Directors or a committee appointed by the Board.
Stock Equivalent Accounts are credited from time to time with dividend
equivalents if dividends are paid on Common Stock. Appropriate adjustments will
be made to Stock Equivalent Account balances to reflect any stock split-up,
stock dividend, combination or reclassification with respect to Common Stock, or
the consolidation, merger or sale of all or substantially all of the assets of
the Company.
The balance in a deferral account will generally be paid to an employee
only upon retirement, death, disability or other termination of employment or
upon a specified change in control of the
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Company. Retirement payments shall begin upon severance from an Eligible
Director's directorship with the Company or any of its subsidiaries, or after
the later of (a) attainment of age seventy or, (b) in the discretion of the
Board of Directors or a committee appointed by the Board, an age later than age
seventy.
In connection with his or her initial Deferral an Eligible Director
shall elect to receive benefits upon retirement from his or her Deferred Cash
Account in a single lump sum or in equal monthly payments over a period of 60,
120, 180 or 240 months. The Eligible Director may change his or her election to
an allowable alternative payout period, provided the change in election is
submitted at least three years prior to the Eligible Director's retirement and
is accepted by the Board of Directors or a committee appointed by the Board in
its sole discretion. All distributions from a Stock Equivalent Account shall be
made in a single lump sum at the time the distribution is to commence. If an
Eligible Director dies after retirement but before the account balance has been
paid in full, the unpaid payments shall continue and be paid to the beneficiary
designated by the Eligible Director pursuant to the Deferred Plan requirements
(a) over the remaining period or (b) in a single lump sum if requested by the
beneficiary and allowed in the sole discretion of the Board of Directors or a
committee appointed by the Board. If the Eligible Director dies before he or she
retires the Eligible Director's beneficiary shall receive an amount equal to the
Eligible Director's account balances. An Eligible Director who is determined by
the Board of Directors or a committee appointed by the Board to be suffering
from a disability, shall be excused thereafter from making deferrals committed
pursuant to his or her Election for the fiscal year of the Plan (the "PLAN
YEAR") during which the Eligible Director first suffers the disability.
Subject to certain limitations, an Eligible Director participating in
the Deferred Plan may also elect to receive a future "SHORT-TERM PAYOUT" from
such Plan. The election of a Short-Term Payout must be made at the time the
Eligible Director makes an Election. The Short-Term Payout shall be a lump sum
payment in an amount that is equal to the annual deferral amount for the year
for which the Short-Term Payout was elected, plus interest, if any. Subject to
the other terms and conditions of the Deferred Plan, each Short-Term Payout
elected shall be paid within 60 days of the first day of the Plan Year that is a
number of years (not less than three, as specified by the Eligible Director)
after the first day of the Plan Year in which the deferral amount is actually
deferred.
If an Eligible Director experiences an extraordinary and unforeseeable
financial emergency that arises as a result of events beyond the control of the
Eligible Director and that places an immediate and heavy financial need that
cannot be relieved by certain other resources of the Eligible Director, as
specified in the Deferred Plan, the Eligible Director may petition the Board of
Directors or a committee appointed by the Board to (a) suspend any deferrals
required to be made by the Eligible Director or (b) receive a partial or full
payout from the Deferred Plan, provided that any partial payout shall not exceed
the portion of the Eligible Director's account balance attributable to other
than Company Common Stock. Only one such withdrawal may be made in any 24 month
period. If, subject to the sole discretion of the Board of Directors or a
committee appointed by the Board, the petition for a suspension and/or payout is
approved, suspension shall take effect upon the date of approval and any payout
shall be made within 60 days of the date of approval.
An Eligible Director may elect, at any time, to withdraw all of his or
her Deferred Cash Account or Stock Equivalent Account balance prior to the time
such balance is otherwise due and payable in whole or in part, subject to a 10%
withdrawal penalty.
The Obligations are not convertible into any other security of the
Company. The Obligations will not have the benefit of a negative pledge or any
other affirmative or negative covenant on the part of the Company. No trustee
has been appointed having the authority to take action with respect to the
Obligations, and each participant will be responsible for acting independently
with respect to, among other things, the giving of notices, responding to any
request for consents, waivers, or amendments pertaining to the Obligations,
enforcing covenants, and taking action upon a default. The Plan will not make
reports to recipients.
The Deferred Plan is unfunded and the Obligations are unsecured general
obligations of the Company to pay deferred compensation in the future in
accordance with the terms of the Deferred Plan. The Obligations will rank
equally with other unsecured and unsubordinated indebtedness of the Company from
time to time outstanding. An Eligible Director's rights under the Obligations
are not transferable
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other than by beneficiary designation, will or the laws of descent and
distribution, and any such rights may be exercised during the lifetime of the
Eligible Director only by him or her or by his or her guardian or legal
representative.
The Plan is administered by the Company, which has the power to
construe the Plan, to resolve all questions arising under the Plan, to adopt and
amend such rules and regulations for the administration of the Plan as it may
deem desirable, and otherwise to carry out the terms of the Plan, but only to
the extent not contrary to the express provisions of the Plan.
The Board of Directors of the Company may suspend or terminate the Plan
or any portion thereof at any time, and may amend the Plan from time to time in
any respect the Board of Directors may deem to be in the best interests of the
Company; provided, however, that no such amendment shall be effective without
approval of the stockholders of the Company if stockholder approval of the
amendment is then required pursuant to the applicable rules of any securities
exchange, or, in the opinion of the Company's counsel, any other law or
regulation binding on the Company.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145(a) of the General Corporation Law of the State of Delaware
(the "GCL") provides that a Delaware corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no cause to believe his conduct was
unlawful.
Section 145(b) of the GCL provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if he or she acted under similar standards to
those set forth above, except that no indemnification may be made in respect to
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the corporation unless and only to the extent that the court in
which such action or suit was brought shall determine that despite the
adjudication of liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to be indemnified for such
expenses which the court shall deem proper.
Section 145 of the GCL further provides that to the extent a director
or officer of a corporation has been successful in the defense of any action,
suit or proceeding referred to in subsection (a) and (b) or in the defense of
any claim, issue or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; and that the
corporation may purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against such officer
or director and incurred by him or her in any such capacity or arising out of
his or her status as such, whether or not the corporation would have the power
to indemnify him or her against such liabilities under Section 145.
As permitted by Section 102(b)(7) of the GCL the Company's Certificate
of Incorporation provides that a director shall not be liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director. However, such provision does not eliminate or limit the liability of a
director for acts or omissions not in good faith or for breaching his or her
duty of loyalty, engaging in intentional misconduct or knowingly violating the
law, paying a dividend or approving a stock repurchase which was illegal, or
obtaining an improper personal benefit. A provision of this type has no effect
on the availability of equitable remedies, such as injunction or rescission, for
breach of fiduciary duty.
The Company's Bylaws require that directors and officers be indemnified
to the maximum extent permitted by Delaware law.
The Company may, from time to time, enter into indemnity agreements
with each of its directors and officers requiring that the Company pay on behalf
of each director and officer party thereto any amount that he or she is or
becomes legally obligated to pay because of any claim or claims made against him
or her because of any act or omission or neglect or breach of duty including any
actual or alleged error or misstatement or misleading statement, which he or she
commits or suffers while acting
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in his or her capacity as a director and/or officer of the Company and solely
because of his or her being a director and/or officer. Under the GCL, absent
such an indemnity agreement, indemnification of a director or officer is
discretionary rather than mandatory (except in the case of a proceeding in which
a director or officer is successful on the merits). Consistent with the
Company's Bylaw provision on the subject, the indemnity agreements require the
Company to make prompt payment of defense and investigation costs and expenses
at the request of the director or officer in advance of indemnification,
provided that the recipient undertakes to repay the amounts if it is ultimately
determined that he or she is not entitled to indemnification for such expense
and provided further that such advance shall not be made if it is determined
that the director or officer acted in bad faith or deliberately breached his or
her duty to the Company or its stockholders and, as a result, it is more likely
than not that it will ultimately be determined that he or she is not entitled to
indemnification under the terms of the indemnity agreement. The indemnity
agreements make the advance of litigation expenses mandatory absent a special
determination to the contrary, whereas under the GCL absent such an indemnity
agreement, such advance would be discretionary. Under the indemnity agreement,
the Company would not be required to pay or reimburse the director or officer
for his or her expenses in seeking indemnification recovery against the Company.
By the terms of the indemnity agreement, its benefits are not available if the
director or officer has other indemnification or insurance coverage for the
subject claim or, with respect to the matters giving rise to the claim, (i)
received a personal benefit, (ii) violated Section 16(b) of the Exchange Act or
analogous provisions of law, or (iii) committed certain acts of dishonesty.
Absent the indemnity agreement, indemnification that might be made available to
directors and officers could be changed by amendments to the Company's
Certificate of Incorporation or Bylaws.
The Company has a policy of directors' liability insurance which
insures the directors and officers against the cost of defense, settlement or
payment of a judgment under certain circumstances.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
- ----------- -----------
4.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.4.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 29, 1997, as filed with the Securities and Exchange
Commission on May 9, 1997).
4.2 Bylaws of the Company (incorporated by reference to Exhibit
3.2.2. to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 29, 1997, as filed with the Securities and
Exchange Commission on May 9, 1997).
5. Opinion of Gibson, Dunn & Crutcher LLP.
10.1 Amended and Restated Western Digital Corporation Non-Employee
Directors Stock-For-Fees Plan (incorporated by reference to
Exhibit 10.21.1 to the Company's Quarterly Report on Form 10-Q
for the quarter ended March 29, 1997, as filed with the
Securities and Exchange Commission on May 9, 1997).
10.2 Western Digital Corporation Deferred Compensation Plan, as
amended (incorporated by reference to Exhibit 10.10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 29, 1997, as filed with the Securities and Exchange
Commission on May 9, 1997).
23.1 Consent of KPMG Peat Marwick LLP, independent auditors.
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5
hereto).
24. Power of Attorney (contained on signature page hereto).
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ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for a filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on July 10, 1997.
WESTERN DIGITAL CORPORATION
By: /s/ Charles A. Haggerty
-----------------------------------
Charles A. Haggerty
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
CHARLES A. HAGGERTY and MICHAEL A. CORNELIUS his true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, with full powers and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as full to all intents and purposes as he might or could do in person,
hereby ratifying and confirming that all said attorneys-in-fact and agents, each
acting alone, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Charles A. Haggerty Chairman of the Board, President and Chief July 10, 1997
- ------------------------ Executive Officer (Principal Executive
Charles A. Haggerty Officer)
/s/ Duston M. Williams Senior Vice President, Chief Financial July 10, 1997
- ------------------------ Officer (Principal Financial and Accounting
Duston M. Williams Officer)
/s/ James A. Abrahamson Director July 10, 1997
- ------------------------
James A. Abrahamson
/s/ Peter D. Behrendt Director July 10, 1997
- ------------------------
Peter D. Behrendt
/s/ I.M. Booth Director July 10, 1997
- ------------------------
I.M. Booth
Director July ___, 1997
- ------------------------
Irwin Federman
/s/ Andre R. Horn Director July 10, 1997
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Andre R. Horn
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/s/ Anne O. Krueger Director July 10, 1997
- ------------------------
Anne O. Krueger
Director
- ------------------------
Thomas E. Pardun July ___, 1997
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Amended and Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.4.1 to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 29, 1997, as filed with the Securities and Exchange Commission on
May 9, 1997)
4.2 Bylaws of the Company (incorporated by reference to Exhibit 3.2.2. to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 29, 1997, as filed with the
Securities and Exchange Commission on May 9, 1997)
5 Opinion of Gibson, Dunn & Crutcher LLP
10.1 Amended and Restated Western Digital Corporation Non-Employee Directors Stock-For-Fees Plan
(incorporated by reference to Exhibit 10.21.1 to the Company's Quarterly Report on Form
10-Q for the quarter ended March 29, 1997, as filed with the Securities and Exchange
Commission on May 9, 1997)
10.2 Western Digital Corporation Deferred Compensation Plan, as amended (incorporated by
reference to Exhibit 10.10.1 to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 29, 1997, as filed with the Securities and Exchange Commission on
May 9, 1997)
23.1 Consent of KPMG Peat Marwick LLP, independent auditors
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5 hereto)
24 Power of Attorney (contained on signature page hereto)
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