Delaware | 33-0956711 | |
(State or Other Jurisdiction of
Incorporation or Organization) |
(I.R.S. Employer
Identification No.) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
Proposed | Proposed | |||||||||||||||||||||
Maximum | Maximum | |||||||||||||||||||||
Title of | Amount | Offering | Aggregate | Amount Of | ||||||||||||||||||
Securities | To Be | Price | Offering | Registration | ||||||||||||||||||
To Be Registered | Registered | Per Share | Price | Fee | ||||||||||||||||||
Common Stock, $0.01 par value per share
|
14,500,000 (1)(2) shares | $ | 37.06 | (3) | $537,370,000 | (3) | $29,986 | (3) | ||||||||||||||
(1) | This Registration Statement covers, in addition to the number of shares of Western Digital Corporation, a Delaware corporation (the Company or the Registrant), common stock, par value $0.01 per share (the Common Stock), stated above, options and other rights to purchase or acquire the shares of Common Stock covered by this Registration Statement and, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the Securities Act), an additional indeterminate number of shares, options and rights that may be offered or issued pursuant to the Western Digital Corporation Amended and Restated 2004 Performance Incentive Plan (as amended, the 2004 Plan) as a result of one or more adjustments under the 2004 Plan to prevent dilution resulting from one or more stock splits, stock dividends or similar transactions. | |
(2) | Each share of Common Stock is accompanied by a right to purchase one one-thousandth of a share of Series A Junior Participating Preferred Stock pursuant to the Rights Agreement between the Company and American Stock Transfer and Trust Company, as Rights Agent. | |
(3) | Pursuant to Securities Act Rule 457(h), the maximum offering price, per share and in the aggregate, and the registration fee were calculated based upon the average of the high and low prices of the Common Stock on November 9, 2009, as quoted on the New York Stock Exchange. |
PART I | ||||||||
PART II | ||||||||
Item 3. Incorporation of Certain Documents by Reference | ||||||||
Item 5. Interests of Named Experts and Counsel | ||||||||
Item 8. Exhibits | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EX-5 | ||||||||
EX-23.1 |
2
3
4
REGISTRATION STATEMENT
(a)
The Companys Annual Report on Form 10-K for its fiscal year ended July 3,
2009, filed with the Commission on August 14, 2009 (Commission File No. 001-08703);
(b)
The Companys Quarterly Report on Form 10-Q for its fiscal quarter ended
October 2, 2009, filed with the Commission on October 29, 2009 (Commission File No.
001-08703);
(c)
The Companys Current Reports on Form 8-K, filed with the Commission on
November 16, 2009, October 23, 2009 and August 25, 2009 (each, Commission File No.
001-08703);
(d)
The description of the Companys Common Stock contained in its Registration
Statement on Form 8-B of Western Digital Technologies, Inc. (formerly known as Western
Digital Corporation prior to its adoption of a holding company organizational structure
effected pursuant to Section 251(g) of the Delaware General Corporation Law on April 6,
2001), filed with the Commission on April 3, 1986 (Commission File No. 001-08703), and
any other amendment or report filed for the purpose of updating such description;
(e)
The description of the Companys Preferred Stock Purchase Rights contained in
its Registration Statement on Form 8-A12B, filed with the Commission on April 6, 2001
(Commission File No. 001-08703), and any amendment or report filed for the purpose of
updating such description; and
(f)
The Companys Registration Statements on Form S-8 relating to the 2004 Plan,
filed with the Commission on November 18, 2005 (Commission File No. 333-129813) and
February 2, 2005 (Commission File No. 333-122475).
Table of Contents
Table of Contents
WESTERN DIGITAL CORPORATION
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By: | /s/ John F. Coyne | |||
John F. Coyne | ||||
President and Chief Executive Officer | ||||
Signature | Title | Date | ||
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/s/ John F. Coyne
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President and Chief Executive | November 16, 2009 | ||
John F. Coyne
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Officer and Director | |||
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(Principal Executive Officer) | |||
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/s/ Timothy M. Leyden
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Executive Vice President and | November 16, 2009 | ||
Timothy M. Leyden
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Chief Financial Officer | |||
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(Principal Financial Officer) |
5
Signature | Title | Date | ||
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/s/ Joseph R. Carrillo
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Vice President and Corporate Controller | November 16, 2009 | ||
Joseph R. Carrillo
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(Principal Accounting Officer) | |||
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/s/ Thomas E. Pardun
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Chairman | November 16, 2009 | ||
Thomas E. Pardun
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/s/ Peter D. Behrendt
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Director | November 16, 2009 | ||
Peter D. Behrendt
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/s/ Kathleen A. Cote
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Director | November 16, 2009 | ||
Kathleen A. Cote
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/s/ Henry T. DeNero
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Director | November 16, 2009 | ||
Henry T. DeNero
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/s/ William L. Kimsey
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Director | November 16, 2009 | ||
William L. Kimsey
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/s/ Michael D. Lambert
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Director | November 16, 2009 | ||
Michael D. Lambert
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/s/ Matthew E. Massengill
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Director | November 16, 2009 | ||
Matthew E. Massengill
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/s/ Roger H. Moore
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Director | November 16, 2009 | ||
Roger H. Moore
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/s/ Arif Shakeel
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Director | November 16, 2009 | ||
Arif Shakeel
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6
7
Exhibit
Number
Description of Exhibit
Western Digital Corporation Amended
and Restated 2004 Performance Incentive Plan. (Filed as Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed with the Commission on November 16, 2009 (Commission File No. 001-08703) and incorporated herein by reference.)
Opinion of Counsel (opinion re: legality).
Consent of KPMG LLP (consent of independent registered public accounting firm).
Consent of Counsel (included in Exhibit 5).
Power of Attorney (included in this
Registration Statement under Signatures).
Respectfully submitted,
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/s/ Raymond M. Bukaty | ||||
Senior Vice President, Administration, | ||||
General Counsel & Secretary |