<PAGE> 1
As filed with the Securities and Exchange Commission on March 6, 1995
Registration Statement No. 33-_______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
Registration Statement
Under the Securities Act of 1933
----------------------
WESTERN DIGITAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-2647125
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
8105 Irvine Center Drive, Irvine, California 92718
(Address of principal executive offices) (Zip Code)
WESTERN DIGITAL CORPORATION
EMPLOYEE STOCK OPTION PLAN
(Full title of the Plan)
Michael A. Cornelius
8105 Irvine Center Drive
Irvine, California 92718
(Name and address of agent for service)
(714) 932-5000
(Telephone number, including area code, of agent for service)
<PAGE> 2
CALCULATION OF REGISTRATION FEE
____________________________________________________________________________
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be To Be Price Per Offering Registration
Registered Registered Share(1) Price(1) Fee(2)
- ---------- ---------- -------- -------- ------
<S> <C> <C> <C> <C>
Common Stock, 2,250,000 $14.00 $31,500,000 $10,862.07
$.10 par shares (4)(5)
value (3)
</TABLE>
===========================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, based upon the average of the high (14.75) and low
(13.25) sale prices of the Company's Common Stock on the New York Stock
Exchange on February 27, 1995.
(2) Based on the average of the high and low sale prices of the Company's
Common Stock on the New York Stock Exchange on February 27, 1995 (see footnote
(1) above).
(3) This Registration Statement includes associated stock purchase rights
under the Rights Agreement dated as of December 1, 1988 between the Registrant
and First Interstate Bank, Ltd., as Rights Agent, as amended by Amendment No.
1 to the Rights Agreement dated August 10, 1990.
(4) This amount represents an increase in the number of shares authorized
for issuance under the Company's Employee Stock Option Plan.
(5) There is also being registered hereunder such additional undetermined
number of shares of Common Stock which may be issued as a result of
anti-dilutive adjustments pursuant to the Employee Stock Option Plan.
============================================================================
STATEMENT PURSUANT TO RULE 429
Documents constituting those portions of the Section 10(a) Prospectus which
are to be delivered to optionees under the Employee Stock Option Plan, which
documents are not required to be filed with this Registration Statement,
include information required to be provided to optionees under other of the
Company's stock option plans which are registered under the following
Registration Statements:
<TABLE>
<CAPTION>
No. Date of Filing
------------ --------------------
<S> <C>
2-76179 February 23, 1982
2-97365 April 29, 1985
33-9853 January 15, 1987
33-24585 September 28, 1988
33-33365 February 6, 1990
</TABLE>
<PAGE> 3
INTRODUCTION
This Registration Statement relates to additional shares of Common
Stock of Western Digital Corporation, a Delaware Corporation, (the "Company")
authorized for issuance under the Company's Employee Stock Option Plan (the
"Plan") and consists of only those items required by General Instruction E to
Form S-8.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to the instructions to Form S-8, Part I (Information
Required in the Section 10(a) Prospectus) is not filed as part of this
Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
In accordance with General Instruction E to Form S-8, the contents of
the Company's Registration Statement on Form S-8 (Registration No. 33-60166),
filed March 29, 1993, are incorporated by this reference into this
Registration Statement.
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.
Item 8. Exhibits
Pursuant to General Instruction E, only those opinions and consents
required by Item 8 are provided, as follows.
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
5.1 Opinion of Counsel
23.1 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney (contained on signature page hereto).
</TABLE>
-3-
<PAGE> 4
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 the
31st day of January, 1995.
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 D. Scott Mercer, jointly and severally, his or her
agents and attorneys in fact, each with the power of substitution, for him
or her in any and all capacities, to sign this Registration Statement and
any amendments to this Registration Statement and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said agents and attorneys in fact, or his substitute or substitutes,
may 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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ CHARLES A. HAGGERTY Chairman of the January 31, 1995
- ----------------------- Board, President
Charles A. Haggerty and Chief Executive
Officer (Principal
Executive Officer)
</TABLE>
-4-
<PAGE> 5
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ D. SCOTT MERCER Executive Vice January 31, 1995
- ----------------------- President,
D. Scott Mercer Chief Financial and
Administrative Officer
(Principal Financial
and Accounting Officer)
/s/ GEORGE L. BRAGG Director January 31, 1995
- -----------------------
George L. Bragg
/s/ I. M. BOOTH Director January 31, 1995
- -----------------------
I. M. Booth
/s/ ANDRE R. HORN Director January 31, 1995
- -----------------------
Andre R. Horn
/s/ IRWIN FEDERMAN Director January 31, 1995
- -----------------------
Irwin Federman
/s/ ANNE O. KRUEGER Director January 31, 1995
- -----------------------
Anne O. Krueger
/s/ STEPHEN B. SCHWARTZ Director January 31, 1995
- -----------------------
Stephen B. Schwartz
/s/ THOMAS E. PARDUN Director January 31, 1995
- -----------------------
Thomas E. Pardun
/s/ JAMES A. ABRAHAMSON Director January 31, 1995
- -----------------------
James A. Abrahamson
/s/ PETER D. BEHRENDT Director January 31, 1995
- -----------------------
Peter D. Behrendt
</TABLE>
-5-
<PAGE> 6
Index to Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
5.1 Opinion of Counsel
23.1 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney (contained on signature
page hereto)
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[CHARLES S. FIEDLER LETTERHEAD]
February 1, 1995
95-032
Western Digital Corporation
8105 Irvine Center Drive
Irvine, CA 92718
Re: Registration Statement on Form S-8
Gentlemen:
I have acted as your counsel in connection with your registration under the
Securities Act of 1933, as amended, of 2,250,000 additional shares of common
stock ("Common Stock") of Western Digital Corporation, a Delaware corporation
(the "Company"), pursuant to a registration statement on Form S-8 (the
"Registration Statement"), which shares of Common Stock have been reserved
for issuance under the Company's Employee Stock Option Plan (the "Plan").
In rendering this opinion, I have made such inquiries and examined originals
or copies, certified or otherwise identified to me, of such records,
agreements, certificates of corporate and public officials and such other
instruments and documents, and considered such matters of law and fact,
as I have considered appropriate for purposes of this opinion. For the
purposes of my examination, I have assumed the genuineness of all signatures
on original documents, the authenticity of all documents submitted to me as
originals, the conformity to original documents of all copies submitted to me,
the legal authorization and proper execution of such documents, and the
correctness of all facts set forth therein.
On the basis of the foregoing examinations and assumptions, and in reliance
thereon, it is my opinion that the shares of Common Stock reserved for
issuance under the Plan, when issued and sold upon the exercise of options
granted under the Plan and paid for in cash or
<PAGE> 2
Western Digital Corporation
February 1, 1995
Page 2
with Company securities pursuant to the Plan, will be legally issued, fully
paid and nonassessable.
This opinion is limited to the present law of the State of Delaware, to the
current federal laws of the United States and to current judicial
interpretations thereof, and to the facts as they presently exist. No opinion
is expressed as to the effect of the laws of any other jurisdiction or as to
matters of conflict or choice of law. I undertake no obligation to advise you
as a result of developments occurring after the date hereof or as a result of
facts or circumstances brought to my attention after the date hereof.
I hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement.
Very truly yours,
Charles S. Fiedler
CSF:ja:WD\OPINION
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Western Digital Corporation:
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of the Western Digital Corporation Employee Stock Option Plan of our
report dated July 19, 1994, relating to the consolidated balance sheets of
Western Digital Corporation as of June 30, 1994 and 1993, and the related
consolidated statements of operations, shareholders' equity and cash flows for
each of the years in the three-year period ended June 30, 1994, which report
appears in the June 30, 1994 Annual Report on Form 10-K of Western Digital
Corporation.
KPMG PEAT MARWICK LLP
Orange County, California
March 1, 1995
