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KOMAG, INCORPORATED
275 SOUTH HILLVIEW DRIVE
MILPITAS, CALIFORNIA 95035
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 20, 1995
You are hereby notified that a Special Meeting of Stockholders (the
"Special Meeting") of Komag, Incorporated (the "Company") will be held at the
Company's facilities at 275 S. Hillview Drive, Milpitas, CA 95035 on Wednesday,
December 20, 1995, at 10:00 a.m., Pacific Standard Time, for the following
purpose:
1. To approve an amendment to the Company's Restated
Certificate of Incorporation to increase the authorized
shares of Common Stock from 35,000,000 shares to
85,000,000 shares.
The foregoing item of business is more fully described in the Proxy
Statement accompanying this Notice. Stockholders of record at the close of
business on November 2, 1995 will be entitled to vote at the Special Meeting. A
list of stockholders entitled to vote at the Special Meeting will be available
for inspection at the offices of the Company. WHETHER OR NOT YOU PLAN TO ATTEND
THE SPECIAL MEETING IN PERSON, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY
IN THE REPLY ENVELOPE PROVIDED. If you attend the Special Meeting and vote by
ballot, your proxy will be revoked automatically and only your vote at the
Special Meeting will be counted. The prompt return of your proxy will assist us
in preparing for the Special Meeting.
All stockholders are cordially invited to attend the Special Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Stephen C. Johnson,
President and Chief Executive Officer
Tu Chen,
Chairman of the Board
Milpitas, California
November 20, 1995
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KOMAG, INCORPORATED
275 SOUTH HILLVIEW DRIVE
MILPITAS, CALIFORNIA 95035
PROXY STATEMENT
FOR SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 20, 1995
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of
Komag, Incorporated, a Delaware corporation (the "Company"), for use at the
Special Meeting to be held on December 20, 1995. The Special Meeting will begin
at 10:00 a.m., Pacific Standard Time, at the Company's facilities at 275 S.
Hillview Drive, Milpitas, CA 95035. Stockholders of record on November 2, 1995
will be entitled to notice of and to vote at the Special Meeting.
This Proxy Statement and accompanying proxy (the "Proxy") were first
mailed to stockholders on or about November 21, 1995.
VOTING
On November 2, 1995, the record date for determination of stockholders
entitled to vote at the Special Meeting, there were 25,213,196 shares of Common
Stock outstanding. Each stockholder is entitled to one (1) vote for each share
of Common Stock held by such stockholder. The matter submitted for stockholder
approval at this Special Meeting will be decided by the affirmative vote of a
majority of the shares present or represented and entitled to vote on such
matter. Abstentions with respect to the matter are treated as shares present or
represented and entitled to vote on the matter and thus have the same effect as
negative votes. If shares are not voted by the broker who is the record holder
of the shares, or if the shares are not voted in other circumstances in which
proxy authority is defective or has been withheld with respect to the matter,
these non-voted shares are not deemed to be present or represented for purposes
of determining whether stockholder approval of the matter has been obtained.
REVOCABILITY OF PROXIES
Any person giving a proxy has the power to revoke it at any time before
its exercise. A proxy may be revoked by filing with the Secretary of the
Company at the Company's principal executive office, 275 South Hillview Drive,
Milpitas, California, 95035, a notice of revocation or another signed proxy
with a later date. You may also revoke your proxy by attending the Special
Meeting and voting in person.
SOLICITATION
The Company will bear the entire cost of solicitation, including the
preparation, assembly, printing and mailing of this Proxy Statement, the Proxy
and any additional soliciting materials furnished to stockholders. Copies of
solicitation materials will be furnished to brokerage houses, fiduciaries, and
custodians holding shares in their names that are beneficially owned by others
so that they may forward these solicitation materials to such beneficial
owners. In addition, the Company may reimburse such persons for their costs of
forwarding the solicitation materials to such beneficial owners. The original
solicitation of proxies by mail may be supplemented by solicitation by
telephone, telegram or other means by directors, officers, employees or
agents of the Company. No additional compensation will be paid to these
individuals for any such services. Except as described above, the Company does
not presently intend to solicit proxies other than by mail.
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ITEM NO. 1 -
AMENDMENT TO THE COMPANY'S RESTATED
CERTIFICATE OF INCORPORATION
The Board of Directors (the "Board") is requesting stockholder approval
of an amendment to the Company's Restated Certificate of Incorporation (the
"Certificate") to provide for an increase in the number of shares of Common
Stock authorized for issuance from Thirty-Five Million (35,000,000) to
Eighty-Five Million (85,000,000). The Certificate presently provides that the
Company is authorized to issue two classes of stock consisting of Thirty-Five
Million (35,000,000) shares of Common Stock, $.01 par value, and One Million
(1,000,000) shares of Preferred Stock, $.01 par value. The Board authorized the
amendment to the Certificate to increase the authorized shares of Common Stock
by Fifty Million (50,000,000) shares on November 1, 1995.
PURPOSE AND EFFECT OF AMENDMENT
On November 1, 1995 the Board adopted resolutions declaring a
two-for-one stock split on the Company's outstanding Common Stock. This
two-for-one split is to be effected in the form of a one hundred percent stock
dividend (the "Stock Split"). The Company currently does not have a sufficient
number of authorized shares of Common Stock to permit the Stock Split and
therefore such split is therefore contingent upon stockholder approval of this
Item. No. 1.
Before the amendment can become effective, stockholders must approve
Item No. 1. If the amendment is approved, the Company proposes to cause it to
become effective at the close of business on December 20, 1995 by filing a new
Restated Certificate of Incorporation (the "New Certificate") in the Office of
the Secretary of State of the State of Delaware. The New Certificate would
incorporate only those changes made by the amendment and certain numeric
changes mandated to reflect the increase in outstanding shares caused by the
Stock Split.
The increase in the authorized Common Stock would permit the Stock
Split and would allow the remaining unissued shares to be used at some future
date for proper corporate purposes without further stockholder action.
However, the Company presently has no plans to issue any shares other than as
required for the Stock Split and as may be required in connection with the
employee stock-based plans. If the amendment is approved appropriate
adjustments will be made, as of the effective date of the Stock Split, in the
number and price of shares reserved for issuance under the employee
stock-based plans and the number and price per share in effect for such
options or purchase rights outstanding under such plans.
The Board believes that the Stock Split will provide benefits such as
broadening the stockholder base and increasing the public float, both of which
would increase the liquidity for the Company's stockholders.
BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THIS PROPOSAL.
INFORMATION RELATING TO PROPOSED STOCK SPLIT
Assuming stockholder approval of Item No. 1, the proposed Stock Split
will be effective as of December 21, 1995. On or about January 10, 1996, a
certificate for the shares represented by the Stock Split will be mailed to
each stockholder of record on December 21, 1995. Certificates representing
shares issued prior to the record date will continue to represent the same
number of shares of the Company's stock as they did prior to the record date
and will, upon the effective date, represent the right to receive a certificate
for an equal number of shares. Stockholders should not destroy their existing
certificates and should not mail them to the Company or its transfer agent.
Existing certificates and the certificates for additional shares that will be
mailed to stockholders will represent the proper number of shares owned after
the Stock Split becomes effective.
The Company believes that the Stock Split will not result in any
taxable income or in any gain or loss to stockholders for U.S. federal income
tax purposes. Immediately after the Stock Split, the tax basis of each share of
Common Stock will be one-half of the tax basis before the Stock Split. For tax
purposes, each new share will be deemed to have been acquired at the same time
as the original share with respect to which the new share was issued.
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If stockholders dispose of their shares after the Stock Split, they may pay
higher brokerage commissions on the same relative interest in the Company
because that interest is represented by a greater number of shares. Since the
rate of brokerage commissions may vary, the Company is unable to specify the
amount of this increase. Stockholders desiring this information may wish to
consult their brokers to ascertain the brokerage commission that would be
charged for disposing of the greater number of shares.
ADDITIONAL INFORMATION
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information known to the Company
regarding the beneficial ownership of the Company's Common Stock as of November
2, 1995 for (i) each director who owns stock, (ii) all persons who are
beneficial owners of five percent or more of the Company's Common Stock, (iii)
each executive officer named in the Summary Compensation Table below, and (iv)
all officers and directors as a group. Unless otherwise indicated, each of the
stockholders has sole voting and investment power and respect to the shares
beneficially owned, subject to community property laws where applicable.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
-------------------------
NUMBER PERCENTAGE
------ ----------
<S> <C> <C>
FMR Corp(1).......................................... 1,751,800 6.95%
82 Devonshire Street
Boston, MA 02110
Tu Chen(2)........................................... 336,310 1.33%
Stephen C. Johnson(3)................................ 217,160 *
Max Palevsky(4)...................................... 76,012 *
Anthony Sun(4)....................................... 32,155 *
Irwin Federman(5).................................... 33,250 *
Craig R. Barrett(4).................................. 16,250 *
Chris A. Eyre(4)..................................... 5,750 *
Masayoshi Takebayashi(4)(6).......................... 5,250 *
George A. Neil(7).................................... 3,875 *
T. Hunt Payne(8)..................................... 40,327 *
Willard Kauffman(9).................................. 44,400 *
William L. Potts, Jr.(10)............................ 51,900 *
Officers and Directors as a group (19 persons)(11)... 1,039,249 4.12%
</TABLE>
* Less than 1%
(1) Pursuant to Schedule 13G, dated October 6, 1995, and filed with the
Securities and Exchange Commission. Fidelity Management and Research
Company ("Fidelity") has reported that Edward C. Johnson 3d and FMR Corp.,
through its control of Fidelity and Fidelity Funds (the "Funds") each has
sole power to dispose of the 1,735,400 shares owned by the Funds. Edward C.
Johnson 3d and FMR Corp. through its control of Fidelity Management Trust
Company, has sole and dispositive power over 16,400 shares and no power to
vote or to direct the voting of 16,4000 shares of common stock owned by the
institutional accounts as reported above.
(2) Includes 86,499 shares subject to options exercisable within sixty (60)
days of November 2, 1995 and excludes 55,591 shares subject to options not
exercisable within such sixty-day period.
(3) Includes 84,616 shares subject to options exercisable within sixty (60)
days of November 2, 1995 and excludes 55,704 shares subject to options not
exercisable within such sixty-day period.
(4) Includes 5,250 shares subject to options exercisable within sixty (60)
days of November 2, 1995 and excludes 10,250 shares subject to options not
exercisable within such sixty-day period.
(5) Includes 0 shares subject to options exercisable within sixty (60)
days of November 2, 1995 and excludes 10,250 shares subject to options not
exercisable within such sixty-day period.
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(6) Excludes shares held by Kobe Steel, Ltd. and Kobe Steel USA Holdings
Inc. Mr. Takebayashi is an Executive Officer of Kobe Precision, Inc., a
wholly-owned subsidiary of Kobe Steel, Ltd., and on such basis may be
deemed, under the 1934 Act, the beneficial owner of the 1,000,001 shares
beneficially owned by such corporations with shared voting and
investment power with respect thereto. Mr. Takebayashi disclaims
beneficial ownership of these shares.
(7) Includes 875 shares subject to exercise within sixty (60) days of
November 2, 1995 and excludes 7,625 shares subject to options not
exercisable within such sixty-day period. Excludes shares held by Asahi
Glass America, Inc., a wholly-owned subsidiary of Asahi Glass Co., Ltd.,
and on such basis may be deemed, under the 1934 Act, the beneficial
owner of the 1,000,000 shares beneficially owned by such corporations
with shared voting and investment power with respect thereto. Mr. Neil
disclaims beneficial ownership of the shares owned by Asahi Glass
America, Inc.
(8) Includes 28,143 shares subject to options exercisable within sixty (60)
days of November 2, 1995 and excludes 29,772 shares subject to options
not exercisable within such sixty-day period.
(9) Includes 27,607 shares subject to options exercisable within sixty (60)
days of November 2, 1995 and excludes 44,593 shares subject to options
not exercisable within such sixty-day period.
(10) Includes 36,667 shares subject to options exercisable within sixty (60)
days of November 2, 1995 and excludes 20,243 shares subject to options
not exercisable within such sixty-day period.
(11) Includes 415,690 shares subject to options exercisable within sixty-days
of November 2, 1995 and excludes 453,000 shares subject to options
exercisable after such sixty-day period. Also excludes 2,000,001 shares
which may be deemed to be beneficially owned by certain of the Company's
directors. See footnotes (6) and (7) above.
By Order of the Board of Directors
TU CHEN
Chairman of the Board
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PROXY
THE PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
KOMAG, INCORPORATED
The undersigned hereby appoints Tu Chen and Stephen C. Johnson proxies,
each with power to act without the other and with power of substitution, and
hereby authorizes them to represent and vote, as designated on the other side,
all the shares of stock of Komag, Incorporated standing in the name of the
undersigned with all powers which the undersigned would possess if present at
the Special Meeting of Stockholders of the Company to be held December 20, 1995
or any adjournment thereof.
(Continued, and to be marked, dated and signed, on the other side)
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I plan to attend
the meeting
/ /
1. To approve an amendment to the Company's Restated Certificate of
Incorporation to increase the authorized shares of Common Stock from
35,000,000 shares to 85,000,000 shares.
FOR AGAINST ABSTAIN
/ / / / / /
Please sign exactly as name appears below. When shares are held
by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full corporate
name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
Date _____________________________, 1995
________________________________________
(Signature)
________________________________________
(signature if held jointly)
PLEASE SIGN, DATE, AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE
____________________________________________
"PLEASE MARK INSIDE BLUE BOXES SO THAT DATA
PROCESSING EQUIPMENT WILL RECORD YOUR VOTES"
____________________________________________
