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Filed by Komag, Incorporated
Pursuant to Rule 425 under the
Securities Act of 1933, and deemed
filed pursuant to Rule 14a-12 under
the Securities and Exchange Act of
1934. Subject Company:
HMT Technology Corporation
Commission File No. 000-27586
KOMAG, INCORPORATED
On August 2, 2000 the following memorandum was distributed to Komag employees:
Dear Komag Employees,
I am sure you saw the large drop in our stock price today. The only
explanation that I can understand for the drop is that we were removed from the
S&P 600 Small Cap Index because of their arbitrary rules. This is no reflection
on the company's performance.
As you all know we have executed extraordinarily well. Every target we have
set for ourselves has been achieved. The company has the right cost structure to
be competitive in the industry. Our products have been well accepted by our
customers and our volumes have grown when most other companies have seen
declining shipments. Over the last four weeks we have been producing at a rate
of almost 1M units per week. We have resolved our issues with our lenders. The
path is cleared to merge with our largest competitor, making both of our
companies stronger. Our business is positively generating cash. And now we are
in the early stages of diversifying our business. Unfortunately the investment
market still does not understand the change in value of the enterprise.
I want you to understand that I value all of your contributions. We will
survive and be successful. It is asking a lot of you to be patient enough to
wait until the rest of the world catches up with us. But that is what I am
asking and I know you will respond with the same grit and determination that has
characterized your work so far.
Thank you,
TH Tan
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ADDITIONAL INFORMATION AND WHERE TO FIND IT
Komag has filed a Registration Statement on SEC Form S-4 in connection with the
HMT merger, and Komag and HMT expect to mail a Joint Proxy Statement/Prospectus
to stockholders of Komag and HMT containing information about the merger.
Investors and security holders are urged to read the Registration Statement and
the Joint Proxy Statement/Prospectus carefully when they are available. The
Registration Statement and the Joint Proxy Statement/Prospectus will contain
important information about Komag, HMT, the merger and related matters.
Investors and security holders will be able to obtain free copies of these
documents through the website maintained by the U.S. Securities and Exchange
Commission at http://www.sec.gov. Free copies of the Joint Proxy
Statement/Prospectus and these other documents may also be obtained from Komag
by directing a request through the Investors Relations portion of website at
http://www.komag.com or by mail to Komag, Incorporated, 1710 Automation Parkway,
San Jose, CA 95131, attention: Investor Relations, telephone: (408) 576-2000.
In addition to the Registration Statement and the Joint Proxy
Statement/Prospectus, Komag and HMT file annual, quarterly and special reports,
proxy statements and other information with the Securities and Exchange
Commission. You may read and copy any reports, statements or other information
filed by Komag or HMT at the SEC public reference rooms at 450 Fifth Street,
N.W., Washington, D.C. 20549 or at any of the Commission's other public
reference rooms in New York, New York and Chicago, Illinois. Please call the
Commission at 1-800-SEC-0330 for further information on the public reference
rooms. Komag's and HMT's filings with the Commission are also available to the
public from commercial document-retrieval services and at the website maintained
by the Commission at http://www.sec.gov.
INTERESTS OF CERTAIN PERSONS IN THE MERGER
Komag will be soliciting proxies from Komag stockholders in favor of the
adoption of the merger agreement. The directors and executive officers of Komag
and the directors and executive officers of HMT may be deemed to be participants
in HMT's solicitation of proxies. Information concerning the directors and
officers is contained in the Registration Statement.
The directors and executive officers of Komag have interests in the merger, some
of which may differ from, or may be in addition to, those of HMT's stockholders
generally. Information concerning those interests is contained in the
preliminary Registration Statement.
FORWARD-LOOKING STATEMENTS
The above information contains predictions, estimates and other forward-looking
statements that involve a number of risks and uncertainties. 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. Factors that could cause or contribute to such differences include, but
are not limited to, risks relating to the consummation of the contemplated
merger, including the risk that required regulatory clearances, the bank
consents or stockholder approval might not be obtained in a timely manner or at
all. In addition, statements in this press release relating to the expected
benefits of the contemplated merger are subject to risks relating to the timing
and successful completion of technology and product development efforts,
integration of the technologies and businesses of Komag and HMT, unanticipated
expenditures, changing relationships with customers, suppliers and strategic
partners. Predictions about third quarter pricing, new product introduction and
pricing may differ due to unanticipated changes in the disk market. These and
other factors are described in the most recent Form 10-Q, most recent Form 10-K
and other periodic reports filed by Komag and HMT with the Securities and
Exchange Commission.
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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
Ted Siegler at (408) 576-2209
E-mail communications: [email protected]
