KOMAG INC /DE/
S-3/A, 2000-04-17
MAGNETIC & OPTICAL RECORDING MEDIA
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          As filed with the Securities and Exchange Commission on April 17, 2000
                                                      Registration No. 333-81263
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         ------------------------------

                         POST-EFFECTIVE AMENDMENT NO. 3
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                         ------------------------------

                               KOMAG, INCORPORATED
             (Exact name of Registrant as specified in its charter)

                         ------------------------------

          DELAWARE                                         94-2914864
  (State of incorporation)                              (I.R.S. Employer
                                                     Identification Number)

                             1710 Automation Parkway
                           San Jose, California 95131
                                 (408) 576-2000
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)

                         ------------------------------

                                  THIAN HOO TAN
                      President and Chief Executive Officer
                               Komag, Incorporated
                             1710 Automation Parkway
                           San Jose, California 95131
                                 (408) 576-2000
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                         ------------------------------

                                   Copies to:
                                 Alan K. Austin
                                 Kathleen Bloch
                                   David King
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                               Palo Alto, CA 94304
                                 (650) 493-9300

                         ------------------------------

     Approximate date of commencement of proposed sale to the public:  From time
to time after the effective date of this Registration Statement.

     If the only  securities  being  registered  on this Form are being  offered
pursuant to dividend or interest reinvestment plans, check the following box.
[ ]

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]

     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. [ ]

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier  effective  statement for the same
offering. [ ]

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

                         ------------------------------

                                EXPLANATORY NOTE

                         ------------------------------

     This  Post-Effective  Amendment No.3 (the  "Amendment") to the Registration
Statement  on  Form  S-3  (File  No.  333-81263)  of  Komag,  Incorporated  (the
"Registration  Statement")  is being filed  pursuant  to Rule  462(d)  under the
Securities  Act of 1933,  as amended,  for the sole purpose of amending  certain
exhibits  previously  filed  with  the  Registration   Statement  and/or  filing
additional  exhibits and accordingly,  shall become  effective  immediately upon
filing with the Securities and Exchange  Commission  (the  "Commission").  After
giving effect to this  Amendment,  the  Registration  Statement  consists of the
Registration  Statement  as filed  with  the  Commission  at the time it  became
effective on December 22, 1999, as supplemented by this Amendment.

================================================================================





<PAGE>


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 16.  EXHIBITS.

See Exhibit Index.













                                      II-1
<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of  the   requirements  for  filing  on  Form  S-3  and  has  duly  caused  this
Post-Effective Amendment No. 3 to the Registration Statement to be signed on its
behalf by the undersigned,  thereunto duly authorized,  in the City of San Jose,
State of California, on April 14, 2000.

                                   KOMAG, INCORPORATED

                                   By: /s/ Thian Hoo Tan
                                      ------------------------------------------
                                        Thian Hoo Tan
                                        President and Chief Executive Officer

<TABLE>
<CAPTION>


         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.

                Signature                                            Title                                Date
- -----------------------------------------   ----------------------------------------------------    -----------------
<S>                                         <C>                                                      <C>
                                            President, Chief Executive Officer and Director          April 14, 2000
By: /s/ Thian Hoo Tan                       (Principal Executive Officer)
    --------------------------------------
     Thian Hoo Tan

                                            Vice President, Chief Financial Officer and              April 14, 2000
By: /s/ Edward H. Siegler                   Secretary (Principal Financial Officer)
    --------------------------------------
     Edward H. Siegler

                                            Vice President, Corporate Controller (Principal          April 14, 2000
By: /s/ Kathleen A. Bayless                 Accounting Officer)
    --------------------------------------
     Kathleen A. Bayless


By:           *                             Director                                                 April 14, 2000
    --------------------------------------
     Chris A. Eyre


By:           *                             Director                                                 April 14, 2000
    --------------------------------------
     Irwin Federman


By:           *                             Director                                                 April 14, 2000
    --------------------------------------
     George A. Neil


By:           *                             Director                                                 April 14, 2000
    --------------------------------------
     Michael R. Splinter


By:           *                             Director                                                 April 14, 2000
    ------------------------------------
     Anthony Sun


                                                                 II-2

<PAGE>



By:           *                             Director                                                 April 14, 2000
   --------------------------------------
     Masayoshi Takebayashi



*By: /s/ Thian Hoo Tan
    -------------------------------------
     Thian Hoo Tan
     Attorney-in-fact
</TABLE>




                                                                II-3

<PAGE>


                                INDEX TO EXHIBITS

 Exhibit Number                 Description of Document
- ----------------  --------------------------------------------------------------

       5.1        Opinion of Wilson Sonsini Goodrich & Rosati, P.C.

      23.1        Consent of Ernst & Young LLP, Independent Auditors

      23.2        Consent of Chuo Audit Corporation, Independent Accountants

      23.3        Consent of Counsel (included in Exhibit 5.1)

      24.1        Power of Attorney*

- --------------
      * Previously filed.






                                      II-4



                                                                     EXHIBIT 5.1

                                 April 14, 2000

Komag, Incorporated
1710 Automation Parkway
San Jose, CA  95131

Ladies and Gentlemen:

         We have acted as counsel for Komag,  Incorporated (the "Company") which
we  understand  has  filed  with  the  Securities  and  Exchange   Commission  a
registration  statement on Form S-3 (the "Registration  Statement") that relates
to the issuance of certain  shares of common stock of the Company (the "Shares")
and other securities of the Company.  We further understand that the Shares will
be issued and sold  pursuant to  resolutions  of the Board of  Directors  of the
Company passed on February 28, 2000 (the "Resolutions").

         We have examined such documents,  records and matters of law as we have
deemed necessary to the rendering of the following opinion.  We have assumed the
genuineness of all  signatures,  the legal capacity of all  individuals  and the
authenticity  of  all  such  documents  submitted  to us as  originals  and  the
conformity to authentic original  documents of all documents  submitted to us as
certified, conformed or photostatic copies or facsimiles thereof.

         Based and  relying  upon and  subject to the  foregoing,  we are of the
opinion that upon  receipt of payment in full  therefor in  accordance  with the
Resolutions, the Shares will be validly issued, fully paid and non-assessable.

         We hereby  consent  to the use of this  opinion  as an  exhibit  to the
Registration  Statement  and further  consent to the use of our name wherever it
appears in the Registration  Statement,  including the prospectus constituting a
part thereof, and any amendments thereto.

                                    Very truly yours,

                                    WILSON SONSINI GOODRICH & ROSATI
                                    Professional Corporation

                                    /s/ Wilson Sonsini Goodrich & Rosati




                                                                    EXHIBIT 23.1

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in Amendment
No.  3 to the  Registration  Statement  (Form  S-3 No.  333-81263)  and  related
Prospectus of Komag,  Incorporated  for the registration of its common stock and
to the  incorporation by reference  therein of our report dated January 21, 2000
(except  Note 16, as to which the date is March 17,  2000),  with respect to the
consolidated  financial statements and schedule of Komag,  Incorporated included
in its Annual Report (Form 10-K) for the year ended January 2, 2000.

                                        /s/ Ernst & Young LLP

San Jose, California
April 11, 2000





                                                                    EXHIBIT 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We  consent  to  the  incorporation  by  reference  in  Amendment  No.  3 to the
Registration Statement (Form S-3 No. 333-81263) and related Prospectus of Komag,
Incorporated  for the  registration of shares of its common stock of our reports
dated January 22, 1999 on our audits of the consolidated financial statements of
Asahi  Komag Co, Ltd.  and its  subsidiary  as of December  31, 1998 and for the
years ended  December 31, 1998 and 1997,  which report is included in the Annual
Report on Form 10-K of Komag, Incorporated for the year ended January 2, 2000.

                        /s/ ChuoAoyama Audit Corporation

Tokyo, Japan
April 10, 2000




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