As filed with the Securities and Exchange Commission on March __, 2000
Registration No. 333-81263
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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KOMAG, INCORPORATED
(Exact name of Registrant as specified in its charter)
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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)
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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)
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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
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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.[ ]
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EXPLANATORY NOTE
This Post-Effective Amendment No.2 (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 January 28, 2000, as supplemented by this Amendment.
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<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. 2 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 March 23, 2000.
KOMAG, INCORPORATED
By: /s/ Thian Hoo Tan
------------------------------
Thian Hoo Tan
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officers and
directors of Komag, Incorporated, a Delaware corporation, (the "Company") do
hereby constitute and appoint Thian Hoo Tan and Edward H. Siegler, and each of
them, the lawful attorneys and agents, with full power and authority to do any
and all acts and things and to execute any and all instruments which said
attorneys and agents, and any one of them, determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or requirements of the SEC
in connection with the Company's Registration Statement on Form S-3 (file number
333-81263, the "Registration Statement"). Without limiting the generality of the
foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or any of them, shall do or cause to be done
by virtue hereof. This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
<TABLE>
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.
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
By: /s/ Thian Hoo Tan President, Chief Executive Officer and Director March 23, 2000
---------------------------------- (Principal Executive Officer)
Thian Hoo Tan
By: /s/ Edward H. Siegler Vice President, Chief Financial Officer and Secretary March 23, 2000
---------------------------------- (Principal Financial Officer)
Edward H. Siegler
By: /s/ Kathleen A. Bayless Vice President, Corporate Controller (Principal March 23, 2000
---------------------------------- Accounting Officer)
Kathleen A. Bayless
II-2
<PAGE>
By: /s/ * Director March 23, 2000
----------------------------------
Chris A. Eyre
By: /s/ Director
----------------------------------
Irwin Federman
By: /s/ Director
----------------------------------
George A. Neil
By: /s/ * Director March 23, 2000
----------------------------------
Michael R. Splinter
By: /s/ * Director March 23, 2000
----------------------------------
Anthony Sun
By: /s/ * Director March 23, 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
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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 (see signature page)
II-4
EXHIBIT 5.1
March 23, 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. 2 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 22, 1999,
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 3, 1999.
/s/ Ernst & Young LLP
San Jose, California
March 17, 2000
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Amendment No. 2 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 1997, and
for the years ended December 31, 1998, 1997 and 1996, which report is included
in the Annual Report on Form 10-K of Komag, Incorporated for the year ended
January 3, 1999.
/s/ Chuo Audit Corporation
Tokyo, Japan
March 17, 2000
