KOMAG INC /DE/
8-K, 1999-08-09
MAGNETIC & OPTICAL RECORDING MEDIA
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                    FORM 8-K


        CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                            AND EXCHANGE ACT OF 1934


                         Commission File Number 0-16852

                         Date of Report: August 5, 1999



                               KOMAG, INCORPORATED
                                  (Registrant)



                      Incorporated in the State of Delaware
                I.R.S. Employer Identification Number 94-2914864
               1704 Automation Parkway, San Jose, California 95131
                            Telephone: (408) 576-2000


<PAGE>


ITEM 5:  OTHER EVENTS

The Company issued the following press release on August 5, 1999:

                       Komag Announces Management Changes


FOR IMMEDIATE RELEASE

San Jose, California (August 5, 1999): Komag,  Incorporated (Nasdaq:  KMAG), the
world's largest  independent  supplier of thin-film media for computer hard disk
drives, today announced the appointment of Thian Hoo (T.H.) Tan as president and
chief executive officer. The company also announced the retirement of cofounders
Stephen C. Johnson, its former president and chief executive officer, and Dr. Tu
Chen, its former chairman of the board.

The board of directors  selected  T.H. Tan as the  company's  new  president and
chief executive officer based on his extensive manufacturing  background at both
Komag and other high technology  companies.  During his ten-year tenure at Komag
he has  been  personally  responsible  for the  formation  and  start-up  of the
company's  world-class  manufacturing  facilities  in both the United States and
Malaysia.  The intense pricing  pressures in the data storage industry have made
technology leadership a necessary, but not sufficient,  condition for success in
the disk business.

"Given  T.H.'s  background  and  experience  the board is delighted  that he has
accepted this new  challenge,"  said Michael  Splinter,  board member and senior
vice president and general manager of the technology and manufacturing  group at
Intel Corporation.

"Steve Johnson provided  dynamic  leadership while Tu Chen guided the technology
vision of the company since its founding in 1983. The company is deeply indebted
to the  substantial  contributions  of these two industry  pioneers," said Chris
Eyre, longtime Komag board member.

"Komag  has  leadership  technology,  a strong  management  team,  high  quality
products and manufacturing  capacity in  cost-advantaged  locations.  We are the
largest  independent  disk  producer in the world and are regarded as a capable,
high quality supplier by our key customers. Our goal is to extend our leadership
position, to overcome difficult market conditions, and to restore the company to
financial health," said Tan.

"Our future  success  will depend on  manufacturing  excellence  and  leveraging
technology  to lower product  costs to levels that  stimulate new  applications.
With our large installed capacity base in Malaysia we are positioned to have the
lowest cost structure in the industry.  We've taken the first step to more fully
utilize these low cost  facilities by shifting  large-scale  production from our
U.S.  operation to our three Malaysian  factories.

<PAGE>

Our U.S. resources will now focus on the design and development of new processes
and  products to meet  customer  needs and the  industry  demands for lower cost
storage solutions. Under my leadership we will manage company resources tightly,
actively pursue new customer  partnerships and evaluate  opportunities to effect
changes in the structure of the media industry," said Tan.

Forward-Looking Statements:

This release contains forward-looking  statements,  including statements related
to executive  management changes and the company's ability to deliver leadership
products based on its process  technologies,  achieve low  manufacturing  costs,
influence  the  structure  of  the  media  industry,  and  create  new  customer
partnerships.

While this outlook  represents  Komag's current judgment on the future direction
of  the  business,   actual  results  may  differ  materially  from  any  future
performance  suggested above. Recent actions taken to restructure its operations
might disrupt the company's ability to execute against customer  obligations and
operational   improvement.   Such  failures  to  execute  would  jeopardize  the
anticipated  improvements  in the company's  financial  performance.  Due to the
volume  purchase  agreement with WDC, the company's  results  continue to remain
highly  dependent  on the relative  success of WDC in the data  storage  market.
Other risk  factors  that may affect the  company's  financial  performance  are
listed in the  company's  various SEC filings,  including  its Form 10-K for the
year ended  January 3, 1999.  The company  undertakes  no obligation to publicly
release any revisions to these forward-looking statements.

About Komag:

Founded in 1983,  Komag,  Incorporated  has produced over 400 million  thin-film
disks, the primary storage medium for digital data used in computer disk drives.
The company is well-positioned  as the broad-based  strategic supplier of choice
for  the  industry's  leading  disk  drive  manufacturers.  Through  its  highly
automated  factories  in the United  States,  Japan and  Southeast  Asia,  Komag
provides  high  quality,  leading-edge  disk  products at a low overall  cost of
ownership.  These  attributes  enable  Komag to partner  with  customers  in the
execution  of  their  time-to-market  design  and  time-to-volume  manufacturing
strategies.

For  more  information  about  Komag,   visit  Komag's  Internet  home  page  at
http://www.komag.com  or call  Komag's  Investor  Relations  24-hour Hot Line at
888-66-KOMAG or 408-576-2901.


Contact:          KOMAG, INCORPORATED, San Jose, CA
                  William L. Potts, Jr. at (408) 576-2053 or
                  Ted Siegler at (408) 576-2209
                  E-mail communications:  [email protected]

<PAGE>


                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned,  thereunto  duly  authorized,  in the  City of San  Jose,  State of
California, on August 6, 1999.


                               KOMAG, INCORPORATED
                                  (Registrant)



DATE:  August 6, 1999                      BY:  /s/ William L. Potts, Jr.
     -------------------                      ----------------------------
                                                 William L. Potts, Jr.
                                                 Senior Vice President and
                                                 Chief Financial Officer



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