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Filed by HMT Technology Corporation
Pursuant to Rule 425 under the
Securities Act of 1933 and Deemed
filed Pursuant to Rule 14a-12 under
the Securities and Exchange Act of
1934. Subject Company:
HMT Technology Corporation
Commission File No. 000-27586
In our ongoing effort to keep employees informed of the status of the merger
between HMT & Komag, I would like to take this opportunity to advise you of the
latest events:
On August 16, 2000, HMT & Komag filed a Joint Proxy Statement/Prospectus with
the Securities and Exchange Commission. This Joint Proxy Statement/Prospectus is
expected to be mailed to all stockholders on or about August 21, 2000. The Joint
Proxy Statement/Prospectus provides detailed information concerning HMT, Komag,
The Merger, The Merger Agreement and the Proposals related to the merger. In
connection with the merger, both HMT & Komag will hold special meetings of their
respective stockholders on September 20, 2000 at 9:00 a.m. at our facilities to
approve the merger.
In addition to informing you of these events, I am pleased to announce that upon
the completion of the merger, which is expected to be before the end of
September, all full-time, regular employees will be eligible to participate in a
new "Retention Incentive Plan". To be eligible, you must be on active status as
a full-time, regular employee on date of payment. This "Retention Incentive
Plan" will pay one additional week of pay, at your current rate of pay, subject
to regular tax withholdings, each quarter through December 31, 2000. Payments
will be made approximately thirty days after the end of the quarter, beginning
with the end of the 3rd quarter.
This communication contains forward-looking statements that involve risks and
uncertainties that could cause actual results or outcomes to differ materially
from those contemplated by the forward-looking statements. Factors that could
cause or contribute to such differences include, but are not limited to, risks
relating to the consummation of the contemplated merger, including the risk that
required regulatory clearances or stockholder approval might not be obtained in
a timely manner or at all. In addition, statements in this press release
relating to the expected benefits of the contemplated merger are subject to
risks relating to the timing and successful completion of technology and product
development efforts, integration of the technologies and businesses of Komag and
HMT, unanticipated expenditures, changing relationships with customers,
suppliers and strategic partners and other factors described in the most recent
Form 10-Q, most recent Form 10-K and other periodic reports filed by Komag and
HMT, with the Securities and Exchange Commission.
Additional Information and Where to Find It
Komag has filed a Registration Statement on SEC Form S-4 in connection with the
merger, and Komag and HMT expect to mail a Joint Proxy Statement/Prospectus to
stockholders of Komag and HMT containing information about the merger. Investors
and security holders are urged to read the Registration Statement and the Joint
Proxy Statement/Prospectus carefully when they are available. The Registration
Statement and the Joint Proxy Statement/Prospectus will contain important
information about Komag, HMT, the merger and related matters. Investors and
security holders will be able to obtain free copies of these documents through
the website maintained by the U.S. Securities and Exchange Commission at
http://www.sec.gov. Free copies of the Joint Proxy Statement/Prospectus and
these other documents may also be obtained from HMT by directing a request
through the Investor Relations portion of the website at http://www.hmtt.com or
by mail to HMT Technology Corporation, 1055 Page Avenue, Fremont, CA 94538,
attention: Investor Relations, telephone: (510) 490-3100.
In addition to the Registration Statement and the Joint Proxy
Statement/Prospectus, Komag and HMT file annual, quarterly and special reports,
proxy statements and other information with the Securities and Exchange
Commission. You may read and copy any reports, statements or other information
filed by Komag or HMT at the SEC public reference rooms at 450 Fifth Street,
N.W., Washington, D.C. 20549 or at any of the Commission's other public
reference rooms in New York, New York and Chicago, Illinois. Please call the
Commission at 1-800-SEC-0330 for further information on the public reference
rooms. Komag's and HMT's filings with the Commission are also available to the
public from commercial document-retrieval services and at the website maintained
by the Commission at http://www.sec.gov.
HMT will be, and certain other persons named below may be, soliciting proxies
from HMT stockholders in favor of the adoption of the merger agreement. The
directors and executive officers of HMT and the directors and executive officers
of Komag may be deemed to be participants in HMT's solicitation of proxies.
The directors and executive officers of HMT have interests in the merger, some
of which may differ from, or may be in addition to, those of HMT's stockholders
generally. Those interests are described in more detail in the Joint Proxy
Statement/Prospectus.
