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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 6, 2000
REGISTRATION NO. ___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
KOMAG, INCORPORATED
(Exact name of registrant as specified in its charter)
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DELAWARE 94-2914864
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1710 AUTOMATION PARKWAY
SAN JOSE, CALIFORNIA 95131
(Address of Principal Executive Offices)
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1995 MANAGEMENT STOCK OPTION PLAN, 1995 STOCK OPTION PLAN, 1996
NON-EMPLOYEES DIRECTORS' STOCK OPTION PLAN, 1996
EQUITY INCENTIVE PLAN, AND EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
--------------------------
THIAN HOO TAN
CHIEF EXECUTIVE OFFICER
1710 AUTOMATION PARKWAY
SAN JOSE, CALIFORNIA 95131
(408) 576-2000
(Name, address and telephone number of agent for service)
--------------------------
Copy to:
KATHLEEN B. BLOCH, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM AMOUNT
SECURITIES AMOUNT OFFERING AGGREGATE OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED(1) REGISTERED SHARE(2) PRICE(2) FEE
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<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value 8,009,192 3.01565 24,152,919.85 $6,376.37
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plans
described herein. Pursuant to the Agreement and Plan of Reorganization
dated as of April 26, 2000 among Komag, Incorporated ("Komag"), KHM,
Inc. and HMT Technology Corp. ("HMT"), Komag assumed, effective as of
October 2, 2000, all of the outstanding options to purchase common stock
of HMT under HMT's 1995 Management Stock Option Plan, 1995 Stock Option
Plan, 1996 Non-Employees Directors' Stock Option Plan, and 1996 Equity
Incentive Plan and rights to purchase common stock of HMT under its
Employee Stock Purchase Plan, and such options and rights became
exercisable to purchase shares of Komag's common stock, with appropriate
adjustments to the number of shares and exercise price of each assumed
option and right.
(2) Shares reserved for issuance pursuant to the 1995 Management Stock
Option Plan, 1995 Stock Option Plan, 1996 Non-Employees Directors' Stock
Option Plan, 1996 Equity Incentive Plan, and Employee Stock Purchase
Plan. Estimated pursuant to Rule 457(c) under the Securities Act of
1933, as amended, solely for the purpose of calculating the registration
fee. Based on the average of the high and low prices of the common stock
of Komag on October 4, 2000, as reported on the Nasdaq National Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and information are incorporated by reference as
filed with the Securities and Exchange Commission: (a) Komag, Incorporated's
("Komag's") Form 10-K Annual Report for the fiscal year ended January 2, 2000,
as amended by the Company's Annual Report on Form 10-KA (File No. 000-16852).
All documents subsequently filed by Komag pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be part hereof from the date of filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters with respect to the shares will be passed upon by
Wilson, Sonsini, Goodrich & Rosati, a Professional Corporation, Palo Alto,
California.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's board of directors to grant, indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act. Komag's
bylaws provide for the mandatory indemnification of its directors, officers,
employees and other agents to the maximum extent permitted by Delaware General
Corporation Law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
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<CAPTION>
Exhibit
Number
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<S> <C>
4.1 1995 Management Stock Option Plan, 1995 Stock Option Plan,
1996 Non-Employees Directors' Stock Option Plan, 1996 Equity
Incentive Plan, and Employee Stock Purchase Plan.
4.2 Form of Option Grant Agreements under 1995 Management Stock
Option Plan, 1995 Stock Option Plan, 1996 Non-Employees
Directors' Stock Option Plan, 1996 Equity Incentive Plan,
and Employee Stock Purchase Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel (Contained in Exhibit 5.1 above).
23.3 Consent of ChuoAoyama Audit Corporation, Independent Accountants.
24.1 Power of Attorney (see page II-3).
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II-1
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Item 9. Undertakings.
(a) Komag hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement to include any material
information with respect to the plan of distribution not
previously disclosed in the registration statement or
any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) Komag hereby undertakes that, for purposes of determining any
liability under the Securities Act 1933, each filing of Komag's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of Komag pursuant to the Delaware General Corporation Law, the
Certificate of Incorporation or the Bylaws of Komag, indemnification agreements
entered into between Komag and its officers and directors, or otherwise, Komag
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Komag in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, Komag will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act 1933, Komag certifies that it
has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of San
Jose, State of California, on this 6th day of October 2000.
KOMAG, INCORPORATED
By: /s/ THIAN HOO TAN
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THIAN HOO TAN
PRESIDENT, CHIEF EXECUTIVE OFFICER
AND DIRECTOR
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature
appears below constitutes and appoints Thian Hoo Tan, as his attorney-in-fact,
with full power of substitution, for him in any and all capacities, to sign any
and all amendments to this registration statement on Form S-8 (including
post-effective amendments), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact, or
his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
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<CAPTION>
SIGNATURE CAPACITY DATE
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<S> <C> <C>
/s/ THIAN HOO TAN President, Chief Executive Officer and October 6, 2000
--------------------------------------- Director
Thian Hoo Tan
/s/ EDWARD H. SIEGLER Vice President, Chief Financial Officer October 6, 2000
------------------------------------- and Secretary
Edward H. Siegler
/s/ KATHLEEN A. BAYLESS Vice President, Corporate Controller and October 6, 2000
------------------------------------- Assistant Secretary
Kathleen A. Bayless
/s/ CHRIS A. EYRE Director October 6, 2000
-------------------------------------
Chris A. Eyre
/s/ IRWIN FEDERMAN Director October 6, 2000
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Irwin Federman
Director October __, 2000
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Anthony Sun
/s/ MASA YOSHI TAKEBAYASHI Director October 6, 2000
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Masa Yoshi Takebayashi
/s/ GEORGE A. NEIL Director October 6, 2000
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George A. Neil
/s/ MICHAEL R. SPLINTER Director October 6, 2000
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Michael R. Splinter
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number
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<S> <C>
4.1 1995 Management Stock Option Plan, 1995 Stock Option Plan,
1996 Non-Employees Directors' Stock Option Plan, 1996 Equity
Incentive Plan, and Employee Stock Purchase Plan.
4.2 Form of Option Grant Agreements under 1995 Management Stock
Option Plan, 1995 Stock Option Plan, 1996 Non-Employees
Directors' Stock Option Plan, 1996 Equity Incentive Plan,
and Employee Stock Purchase Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel (Contained in Exhibit 5.1 above).
23.3 Consent of ChuoAoyama Audit Corporation, Independent Accountants.
24.1 Power of Attorney (see page II-3).
</TABLE>
