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As filed with the Securities and Exchange Commission on January 27, 2000
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
(949) 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
1993 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of Plan)
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MICHAEL A. CORNELIUS
VICE PRESIDENT, LAW & ADMINISTRATION AND SECRETARY
WESTERN DIGITAL CORPORATION
8105 IRVINE CENTER DRIVE
IRVINE, CALIFORNIA 92618
(949) 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(2) PRICE(2) FEE
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Common Stock, 4,000,000 $5-1/16 $20,250,000 $5,346
par value $0.01 per share
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(1) Each share of Common Stock includes a right to purchase one
one-thousandth of a share of Series A Junior Participating Preferred
Stock pursuant to the Rights Agreement between Western Digital
Corporation and American Stock Transfer and Trust Company, as Rights
Agent. Pursuant to Rule 416(a), this Registration Statement also covers
shares issued pursuant to antidilution provisions set forth in the
Plan. In addition, pursuant to Rule 416(c), this Registration Statement
also covers an indeterminate amount of interests to be offered or sold
pursuant to the Plan described herein.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) and based on the average of the
high and the low price of the Common Stock of Western Digital as
reported on January 24, 2000 on the New York Stock Exchange.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by Western Digital
Corporation, a Delaware corporation (the "Company"), and relates to an
additional 4,000,000 shares of Common Stock issuable pursuant to the Company's
1993 Employee Stock Purchase Plan, and consists of only those items required by
General Instruction E to Form S-8.
INCORPORATION OF
PREVIOUSLY FILED REGISTRATION STATEMENT
The contents of the Registration Statement on Form S-8 (Registration
No. 33-51725) filed with the Securities and Exchange Commission on December 28,
1993 and the contents of the Post-Effective Amendment thereto filed with the
Securities and Exchange Commission on June 17, 1997 are incorporated herein by
reference and made a part hereof.
ITEM 8. EXHIBITS.
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 to the Company's Quarterly Report on Form 10-Q for the
quarter ended October 2, 1999, as filed with the Securities
and Exchange Commission on November 16, 1999).
4.3 Western Digital Corporation 1993 Employee Stock Purchase Plan,
as amended on November 18, 1999.
5 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of KPMG 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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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 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 January 27, 2000.
WESTERN DIGITAL CORPORATION
By: /s/ Matthew E. Massengill
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Matthew E. Massengill
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
MATTHEW E. MASSENGILL and MICHAEL A. CORNELIUS his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him or her and in his or her 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, full power 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 or she might or could do in
person, hereby ratifying and confirming all that 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 and on the dates indicated.
NAME AND SIGNATURE TITLE DATE
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/s/ Matthew E. Massengill President, Chief Executive Officer January 27, 2000
- ------------------------------------ and Director (Principal Executive
Matthew E. Massengill Officer)
/s/ Charles A. Haggerty Chairman of the Board January 27, 2000
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Charles A. Haggerty
/s/ Teresa Hopp Senior Vice President, Finance January 27, 2000
- ------------------------------------ and Chief Financial Officer
Teresa Hopp (Principal Financial and Accounting
Officer)
/s/ James A. Abrahamson Director January 27, 2000
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James A. Abrahamson
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NAME AND SIGNATURE TITLE DATE
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/s/ Peter D. Behrendt Director January 27, 2000
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Peter D. Behrendt
/s/ I.M. Booth Director January 27, 2000
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I.M. Booth
/s/ Andre R. Horn Director January 27, 2000
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Andre R. Horn
/s/ Anne O. Krueger Director January 27, 2000
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Anne O. Krueger
/s/ Thomas E. Pardun Director January 27, 2000
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Thomas E. Pardun
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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 to the Company's Quarterly Report on Form 10-Q for the
quarter ended October 2, 1999, as filed with the Securities
and Exchange Commission on November 16, 1999).
4.3 Western Digital Corporation 1993 Employee Stock Purchase Plan,
as amended on November 18, 1999.
5 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of KPMG 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).