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As filed with the Securities and Exchange Commission on January 24, 1997
Registration 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 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)
--------------------
WESTERN DIGITAL CORPORATION
EMPLOYEE STOCK OPTION PLAN
1993 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of Plan)
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MICHAEL A. CORNELIUS
8105 IRVINE CENTER DRIVE
IRVINE, CALIFORNIA 92718
(714) 932-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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 SHARE(1) PRICE(1) FEE(2)
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<S> <C> <C> <C> <C>
COMMON STOCK, $.10
PAR VALUE(3) 4,750,000 $70.44 $334,590,000 $115,376
shares(4)(5)
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, based upon the average of the high and low sale prices of
the Company's Common Stock on the New York Stock Exchange on January 21, 1997.
(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 January 21, 1997 (see
footnote (1) above).
(3) This Registration Statement includes associated stock purchase
rights under the Rights Agreement dated as of December 1, 1988, as amended,
between the Registrant and American Stock Transfer and Trust Company, as Rights
Agent.
(4) Represents a 4,000,000 share increase in the number of shares
authorized for issuance under the Company's Employee Stock Option Plan, and a
750,000 share increase in the number of shares authorized for issuance under the
Company's 1993 Employee Stock Purchase 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 and 1993
Employee Stock Purchase Plan.
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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 an additional
4,750,000 shares of the Company's common stock, par value $.10 per share (the
"Common Stock"), 4,000,000 shares issuable under the Company's Employee Stock
Option Plan and 750,000 shares issuable under the Company's 1993 Employee Stock
Purchase 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. 33-57953,
previously filed by the Company with the Securities and Exchange Commission on
March 6, 1995, and the Company's Registration Statement on Form S-8,
Registration No. 33-51725, previously filed with the Securities and Exchange
Commission on December 28, 1993, are incorporated herein by reference and made a
part hereof.
ITEM 8. EXHIBITS.
Pursuant to General Instruction E, only those opinions and consents
required by Item 8 are provided, as follows.
Exhibit No. Description
- ----------- -----------
5 Opinion of Gibson, Dunn & Crutcher LLP as to the legality
of the securities being registered.
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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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 January 9, 1997.
WESTERN DIGITAL CORPORATION
By: /s/ Charles A. Haggerty
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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 DUSTON M. WILLIAMS 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.
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Signature Title Date
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<S> <C> <C>
/s/ Charles A. Haggerty Chairman of the Board, January 9, 1997
- ------------------------ President and Chief
Charles A. Haggerty Executive Officer
(Principal Executive Officer)
/s/ Duston M. Williams Senior Vice President, Chief January 9, 1997
- ------------------------ Financial Officer (Principal
Duston M. Williams Financial and Accounting Officer)
/s/ James A. Abrahamson Director January 9, 1997
- ------------------------
James A. Abrahamson
/s/ Peter D. Behrendt Director January 9, 1997
- ------------------------
Peter D. Behrendt
Director --------
- ------------------------
I.M. Booth
/s/ Irwin Federman Director January 9, 1997
- ------------------------
Irwin Federman
/s/ Andre R. Horn Director January 9, 1997
- ------------------------
Andre R. Horn
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<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Anne O. Krueger Director January 9, 1997
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Anne O. Krueger
/s/ Thomas E. Pardun Director January 9, 1997
- ------------------------
Thomas E. Pardun
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
5 Opinion of Gibson, Dunn & Crutcher LLP as to the legality
of the securities being registered
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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EXHIBIT 5
[GIBSON, DUNN & CRUTCHER LLP LETTERHEAD]
January 23, 1997
Western Digital Corporation
8105 Irvine Center Drive
Irvine, CA 92618
Re: Registration Statement on Form S-8 of 4,750,000 Shares of Common Stock
Ladies and Gentlemen:
We have acted as your counsel in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission to register 4,750,000 shares of common stock,
par value $.10 per share (the "Common Stock") of Western Digital Corporation, a
Delaware corporation (the "Company") 4,000,000 shares to be issued pursuant to
the Company's Employee Stock Option Plan and 750,000 shares to be issued
pursuant to the Company's Employee Stock Purchase Plan (the "Plans").
For purposes of rendering this opinion, we have made such legal and factual
examinations as we have deemed necessary under the circumstances and, as part of
such examinations, we have examined, among other things, originals and copies,
certified or otherwise, identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate. For the purposes of such examinations, we have assumed the
genuineness of all signatures on original documents and the conformity to
original documents of all copies submitted to us.
On the basis of and in reliance upon the foregoing examinations and
assumptions, we are of the opinion that, assuming the Registration Statement
shall have become effective pursuant to the provisions of the Securities Act of
1933, as amended, the shares of Common Stock being offered under the Plans, when
issued in accordance with the Registration Statement and the provisions of the
Plans, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP
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Gibson, Dunn & Crutcher LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 and related prospectus pertaining to the Western Digital
Corporation Employee Stock Option Plan and Employee Stock Purchase Plan of our
report dated July 24, 1996, with respect to the consolidated financial
statements of Western Digital Corporation incorporated by reference in its
Annual Report on Form 10-K for the year ended June 29, 1996, filed with the
Securities and Exchange Commission.
KPMG PEAT MARWICK LLP
Costa Mesa, California
January 24, 1997
