KOMAG INC /DE/
424B2, 2000-04-17
MAGNETIC & OPTICAL RECORDING MEDIA
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                                               Filing Pursuant to Rule 424(b)(2)
                                            Registration Statement No. 333-81263

                              PROSPECTUS SUPPLEMENT
                     (TO PROSPECTUS DATED DECEMBER 22, 1999)

                                 152,149 Shares

                               KOMAG, INCORPORATED

                                  COMMON STOCK

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

         You  should  read  this  prospectus  supplement  and  the  accompanying
prospectus  carefully before you invest.  Both documents contain information you
should consider when making your investment decision.

         See "Risk Factors"  beginning on page 2 of the accompanying  prospectus
         to read about factors you should  consider  before buying shares of the
         common stock.

PLAN OF DISTRIBUTION

         We are offering 152,149 shares of our common stock to one institutional
investor pursuant to this prospectus supplement. The shares of common stock will
be sold at a  negotiated  purchase  price of  $3.4688  per  share.  The  $3.4688
purchase price reflects the recent volume  weighted  average price of our common
stock on the Nasdaq National  Market System,  net of a discount of 7.5%. We will
not pay commissions or any other  compensation in conjunction  with this sale of
our common stock.

USE OF PROCEEDS

         The net proceeds to us from this offering will be $527,778.  We plan to
use the net proceeds for general corporate purposes, including:

         -        repaying our obligations as they become due;
         -        financing capital expenditures; and
         -        working capital

         Pending  use of the net  proceeds  for any of  these  purposes,  we may
invest  the  net   proceeds  in   short-term   investment   grade   instruments,
interest-bearing   bank  accounts,   certificates   of  deposit,   money  market
securities,  U.S. government securities or mortgage-backed securities guaranteed
by federal agencies.

                                      S-1
<PAGE>

MARKET FOR OUR COMMON STOCK

         On April 14, 2000,  the last reported  sales price of our common shares
on the Nasdaq National Market System was $2.9375 per share.  Our common stock is
listed on the Nasdaq National  Market under the symbol "KMAG".  The common stock
sold  under this  prospectus  supplement  will be listed on the Nasdaq  National
Market after we notify Nasdaq that the shares have been issued.

         As of January  13, 2000, and before the  issuance of shares pursuant to
this  prospectus   supplement,   we  have  65,874,918  shares  of  common  stock
outstanding.

GENERAL

         You should rely only on the  information  provided or  incorporated  by
reference in this prospectus supplement and the accompanying prospectus. We have
not authorized anyone else to provide you with different information. You should
not assume that the information in this prospectus  supplement is accurate as of
any date other than the date on the front of these documents.

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

         Neither the Securities and Exchange Commission nor any other regulatory
         body has approved or disapproved of these securities or passed upon the
         accuracy or  adequacy of this  prospectus.  Any  representation  to the
         contrary is a criminal offense.

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

            The date of this prospectus supplement is April 17, 2000.

                                      S-2
<PAGE>

                                TABLE OF CONTENTS

                                                             Page
                                                             ----

PROSPECTUS SUPPLEMENT

Plan of Distribution..........................................S-1
Use of Proceeds...............................................S-1
Market for Our Common Stock...................................S-2
General.......................................................S-2

PROSPECTUS

Where You Can Find More Information...........................2
The Company...................................................3
Use of Proceeds...............................................4
Ratio of Earnings to Fixed Charges............................4
The Securities................................................4
Description of Debt Securities................................5
Description of Preferred Stock................................6
Description of Depositary Shares..............................7
Description of Warrants.......................................8
Plan of Distribution..........................................9
Legal Matters.................................................11
Experts.......................................................11


                                      S-3



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