<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________TO _______.
COMMISSION FILE NUMBER: 0-25796
STORMEDIA INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR
ORGANIZATION)
77-0373062
(I.R.S. EMPLOYER IDENTIFICATION NUMBER)
385 REED STREET
SANTA CLARA, CALIFORNIA 95050-3118
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(408) 327-8000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
CLASS A COMMON STOCK, $0.013 PAR VALUE
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
requirements for the past 90 days. YES [x] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates
of the Registrant as of March 6, 1998, was approximately $33,720,812 based on
the last sale price reported for such date on the Nasdaq/National Market System.
For purposes of this disclosure shares of Class A Common Stock held by each
executive officer and director and by each holder of 5% or more of the
outstanding shares of Class A Common Stock have been excluded from this
calculation because such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.
As of April 20, 1998, Registrant had 16,019,322 shares of Class A
Common Stock and 4,362,001 shares of Class B Common Stock outstanding.
<PAGE> 2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
As of April 20, 1998, the directors of the Company, are as follows:
<TABLE>
<CAPTION>
DIRECTOR OR
OFFICER
NAME OF NOMINEE AGE PRINCIPAL OCCUPATION SINCE
--------------- --- -------------------- ------------
<S> <C> <C> <C>
William J. Almon......... 65 President, Chief Executive Officer and Chairman of the 1994
Board of Directors of the Company
John A. Downer (1)(2).... 40 Managing Director, Cornerstone Equity Investors, LLC 1994
Francis J. Lunger (1).... 52 Chief Financial Officer, Millipore Corporation 1994
Mark S. Rossi (2)........ 41 Senior Managing Director, Cornerstone Equity Investors, 1994
LLC
Gregorio Reyes........... 57 Chairman of the Board of Directors, Sync Research 1998
</TABLE>
- ----------
(1) Member of the Audit Committee
(2) Member of the Compensation Committee
Except as set forth below, each of the nominees has been engaged in his
principal occupation set forth above during the past five years.
Mr. Almon has served as Chairman of the Board of Directors and Chief
Executive Officer since the Company's organization in May 1994, and served as
President from its organization to May 1995 and again from May 1997 to present.
Prior to joining the Company, Mr. Almon served as an independent consultant from
February 1993 until May 1994 and as President, Chief Operating Officer and a
director of Conner Peripherals, Inc. from December 1989 to February 1993.
Mr. Downer has served as a Managing Director of Cornerstone Equity
Investors, LLC since December 1996. From 1989 to December 1996, Mr. Downer was a
partner of various venture capital funds managed by Prudential Equity Investors,
Inc. ("Prudential"). Mr. Downer is also a director of StorMedia Incorporated and
International Manufacturing Services, Inc.
Mr. Rossi has served as a Senior Managing Director of Cornerstone since
December 1996. From 1984 to 1996, Mr. Rossi was a partner of various venture
capital funds managed by Prudential. Mr. Rossi is also a director of StorMedia
Incorporated, Maxwell Technology, Inc. and International Manufacturing Services,
Inc.
Mr. Lunger has served as Vice President, Chief Financial Officer and
Treasurer of Millipore Corporation since June 1997. From November 1995 until May
1997, Mr. Lunger served as Senior Vice President and Chief Financial Officer of
Oak Industries Inc. From March 1994 until August 1995, Mr. Lunger served as
Chief Administrative Officer, and from August 1995 until November 1995, as
Acting Chief Executive Officer of Nashua Corporation. From January 1983 until
March 1994, Mr. Lunger served as a Vice President of Raychem Corporation, most
recently serving as Vice President and General Manager of the Interconnect
Components and Medical Division.
Mr. Reyes has been Chairman of Sync Research, a wide-area network (WAN)
company, since January 1995. From August 1994 to January 1995, Mr. Reyes
provided independent consulting services. From 1990 to August 1994, he served as
Chairman and Chief Executive Officer of Sunward Technologies, Inc., a provider
of
2
<PAGE> 3
rigid disk magnetic recording head products for the data storage industry.
Mr. Reyes also serves as a director of Diamond Multimedia Systems, Inc.,
C-Cube Microsystems, Inc. and several privately-held companies.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended
("SECTION 16(a)") requires the Company's officers and directors, and persons who
own more than ten percent of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission (the "SEC"). Such officers, directors and
ten-percent stockholders are also required by SEC rules to furnish the Company
with copies of all forms that they file pursuant to Section 16(a). Based solely
on its review of the copies of such forms received by it, or written
representations from certain reporting persons that no filings were required for
such persons, the Company believes that all Section 16(a) filing requirements
applicable to its officers, directors and ten-percent stockholders were complied
with.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
The following table shows, as to the Chief Executive Officer and each of
the other four most highly compensated executive officers, information
concerning compensation awarded to, earned by or paid for services to the
Company in all capacities during 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------------------- AWARDS
OTHER ANNUAL -------------
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) OPTIONS(#)
--------------------------- ---- --------- -------- --------------- -------------
<S> <C> <C> <C> <C> <C>
William J. Almon 1997 286,923 __ 4,835 (1) 100,000
President, Chief Executive Officer 1996 254,615 25,000 4,835 (1) __
and Chairman of the Board of Directors 1995 226,925 34,715 4,835 (1) __
Stephen M. Abely 1997 196,923 __ 2,500 (3) 75,000
Chief Financial Officer and 1996 164,615 25,000 2,500 (3) 50,000
Assistant Secretary 1995 143,848 __ 56,250
Sherman Silverman 1997 198,077 __ __ 75,000
Vice President, Sales and Marketing 1996 177,844 25,000 __ 50,000
1995 168,431 (2) __ __ 56,250
Diane Wotus (4) 1997 161,537 __ 2,500 (3) 72,500
Vice President, U.S. Operations 1996 151,151 (2) __ 2,500 (3) 60,946
1995 112,798 (2) __ 2,500 (3) 126,276
Michael Bergkamp (4) 1997 188,460 __ 2,500 (3) 100,000
Vice President, New Product Development 1996 74,039 __ 1,933 (3) __
1995 __ __ __ __
</TABLE>
- ----------
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(1) Represents $4,835 in premiums paid on a $1 million life insurance policy,
the proceeds of which are payable to Mr. Almon's estate ("Life Insurance
Policy").
(2) Includes amounts paid in lieu of vacation time.
(3) Represents the Company's matching contribution to its 401(k) Plan.
(4) Ms. Wotus and Mr. Bergkamp were appointed as officers on April 24, 1997.
STOCK OPTION GRANTS AND EXERCISES
The following table shows, as to the individuals named in the Summary
Compensation Table above, information concerning stock options granted during
the year ended December 31, 1997.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------------------------
% OF TOTAL
OPTIONS POTENTIAL REALIZABLE VALUE
NUMBER OF GRANTED TO OF ASSUMED ANNUAL RATES OF
SECURITIES EMPLOYEES STOCK PRICE APPRECIATION
UNDERLYING IN EXERCISE FOR OPTION TERM(3)
OPTIONS FISCAL PRICE EXPIRATION ---------------------------
NAME GRANTED(#)(1) YEAR(2) ($/SH) DATE 5%($) 10%($)
---- ------------- ---------- -------- ----------- ------- -----------
<S> <C> <C> <C> <C> <C> <C>
William J. Almon 100,000 4.8 6.875 06/25/07 432,365 1,095,698
Stephen M. Abely 50,000 2.4 6.875 06/25/07 216,183 547,849
25,000 1.2 2.188 12/31/07 34,400 87,177
Sherman Silverman 50,000 2.4 6.875 06/25/07 216,183 547,849
25,000 1.2 2.188 12/31/07 34,400 87,177
Diane Wotus 10,000 0.5 10.875 03/20/07 68,416 173,393
37,500 1.8 6.875 06/25/07 162,137 410,887
25,000 1.2 2.188 12/31/07 34,400 87,178
Michael Bergkamp 25,000 1.2 10.875 03/20/07 216,183 547,849
50,000 2.4 6.875 06/25/07 171,040 433,483
25,000 1.2 2.188 12/31/07 34,400 87,177
</TABLE>
- ----------
(1) See "Other Employee Benefit Plans" for a description of the terms of the
Company's option plans.
(2) The Company granted options to purchase an aggregate of 2,066,462 shares of
Class A Common Stock to all employees other than executive officers and
granted options to purchase an aggregate of 425,500 shares of Class A
Common Stock to all executive officers as a group (5 persons), during 1997.
(3) This column sets forth hypothetical gains or "option spreads" for the
options at the end of their respective ten-year terms, as calculated in
accordance with the rules of the Securities and Exchange Commission. Each
gain is based on an arbitrarily assumed annualized rate of compound
appreciation of the market price at the date of grant of 5% and 10% from
the date the option was granted to the end of the option term. The 5% and
10% rates of appreciation are specified by the rules of the Securities and
Exchange Commission and do not represent the Company's estimate or
projection of future Class A Common Stock prices. The Company does not
necessarily agree that this method properly values an option. Actual gains,
if any, on option exercises are dependent on the future performance of the
Company's Common Stock and overall market conditions and the timing of
option exercises, if any.
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<PAGE> 5
The following table shows, as to the individuals named in the Summary
Compensation Table above, information concerning stock options exercised during
the year ended December 31, 1997 and the value of unexercised options at such
date.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS/SARS IN-THE-MONEY OPTIONS AT
ACQUIRED ON VALUE AT DECEMBER 31, 1997 (#)(2) DECEMBER 31, 1997 ($)(3)
EXERCISE REALIZED ----------------------------- ------------------------------
NAME (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------- ----------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
William J. Almon 100,000 249,750 343,750 87,500 661,672 --
Stephen M. Abely -- -- 53,705 125,997 14,244 8,047
Sherman Silverman 15,000 244,738 40,253 125,997 8,762 8,047
Diane Wotus 6,563 56,873 29,375 94,686 7,021 7,023
Michael Bergkamp -- -- 32,553 129,947 -- --
</TABLE>
- ----------
(1) Calculated by determining the difference between the closing price of the
Company's Class A Common Stock on the Nasdaq National Market on the date of
exercise and the exercise price of the options.
(2) The Company has not granted any stock appreciation rights and its stock
plans do not provide for the granting of such rights.
(3) Calculated by determining the difference between the fair market value of
the securities underlying the options at year end ($2.19 per share) and the
exercise price of the options.
DIRECTOR COMPENSATION
Each non-employee director of the Company is entitled to receive a fee
of $2,000 per quarter, plus $1,000 for each Board meeting attended and $500 for
each Board committee meeting attended.
The Director Plan provides for the automatic and non-discretionary grant
of nonqualified stock options to directors who are not employed by the Company
and who were not stockholders of the Company at the time the Director Plan was
adopted ( "Outside Director"). On the date upon which a person first becomes a
director, he or she is automatically granted an option to purchase 12,000 shares
of the Company's Class A Common Stock ("Initial Option"). Thereafter, each
Outside Director is automatically granted an option to purchase 3,000 shares of
Class A Common Stock on April 1 of each year ("Subsequent Option"); provided he
or she has served as a director for at least six months as of such date. The
exercise price of options granted under the Director Plan is 100% of the fair
market value of the Company's Class A Common Stock on the date of grant. Initial
Options vest and become exercisable as to 25% of the shares on each anniversary
of the date of grant. Subsequent Options vest and become exercisable as to 100%
of the shares on the fourth anniversary of the date of grant. The Director Plan
provide for the accelerated vesting of all outstanding options upon a change in
control of the Company.
In February 1995 and March 1998, Mr. Lunger and Mr. Reyes were each
granted an Initial Option at exercise prices of $2.67 per share and $2.438 per
share, respectively. On April 1 of 1996, 1997 and 1998, Subsequent Options were
granted to Mr. Lunger at exercise prices of $16.17, $11.50 and $3.125. In
addition to the foregoing, Mr. Reyes was granted an option in March 1998 to
purchase 8,000 shares of Class A Common Stock at an exercise price of $2.438 per
share under the Company's 1994 Incentive Stock Option Plan. The option will vest
as to 25% of the shares subject to the option on the first anniversary of the
date of grant and as to 1/48th of the total shares subject to the option for
each month of service thereafter.
5
<PAGE> 6
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND
CHANGE-IN-CONTROL AGREEMENTS
The Company has no employment contracts with any of its officers, and
has no compensatory plan or arrangement which are activated upon resignation,
termination or retirement of any such officer upon a change in control of the
Company. Both the NSO Plan and the Director Plan provide for the accelerated
vesting of all outstanding options upon a change in control. However, because
competition for talented employees is intense, the Company may in the future
consider entering into severance agreements with certain of its key employees.
OPTION REPRICING
The Company has repriced options twice over the past four years, however
executive officers and directors were excluded from the repricings.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Messrs. Rossi and Downer. Mr.
Almon also participates in discussions regarding salaries and incentive
compensation for all employees (including officers) and consultants to the
Company, except that Mr. Almon is excluded from discussions regarding his own
salary and incentive compensation.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
GENERAL
The Compensation Committee (the "Committee") of the Board of Directors
establishes the overall executive compensation strategies of the Company and
approves compensation elements for the chief executive officer and other
executive officers. The Committee is comprised of two of the independent,
non-employee members of the Board of Directors, neither of whom have
interlocking relationships as defined by the Securities and Exchange Commission.
The Committee has available to it such external compensation advice and data as
the Committee deems appropriate to obtain.
The compensation philosophy of the Committee is to provide a
comprehensive compensation package for each executive officer that is tailored
to the Company's accomplishment of business strategies, objectives and
initiatives. Accordingly, the Committee follows a compensation strategy which
has used vesting terms to incentivize and reward executives as the Company
addresses the challenges associated with growth, and transitioned from the
acquisition in May 1994 to a newly public company in May 1995. As the Committee
applies this compensation philosophy in determining appropriate executive
compensation levels and other compensation factors, the Committee reaches its
decisions with a view towards the Company's overall financial performance. The
Committee strives to structure each officer's overall compensation package to
enable the Company to attract, retain and reward personnel who contribute to the
success of the Company.
EXECUTIVE OFFICER COMPENSATION
The Committee's Executive Compensation policies are designed to enhance
the financial performance of the Company and thus stockholder value, by aligning
the financial interests of the key executives with those of the stockholders.
The executive compensation program is viewed in total considering all of its
component parts: base salary, a discretionary performance-based annual bonus and
long-term incentive opportunity in the form of stock options and stock
ownership. The annual compensation component consists of base salaries which are
generally competitive with those offered by other companies in the industry at
similar phases of growth. In determining individual salaries, the Committee
considers the individual experience, performance and breadth of responsibilities
6
<PAGE> 7
of each executive officer within the Company in light of the accomplishment of
business strategies, objectives and initiatives set forth by the Board
periodically. These factors are reviewed for each executive officer annually.
Because of the Company's poor performance in 1997, no bonuses were paid to the
executive officers.
The Company's ISO Plan and NSO Plan (collectively "Option Plans") and
1998 Employee Stock Purchase Plan are long-term incentive plans for all
employees. These plans are intended to align stockholder and employee interest
by creating a direct link between long-term rewards and the value of the
Company's shares. The Committee believes that long-term stock ownership by
executive officers and all employees is an important factor in achieving both
above average growth in share value and retaining valued employees. Since the
value of an option bears a direct relationship to the Company's stock price, the
Committee believes that options motivate executive officers to manage the
Company in a manner which will benefit all stockholders.
The Option Plans authorize the Committee to award available stock
options to employees at any time. Options are generally granted at the time of
initial employment with the Company, and at later dates at the discretion of the
Committee. The size of the initial and later grants are determined by a number
of factors including comparable grants to executive officers and employees by
other companies which compete in the Company's industry. The exercise price per
share of the stock options is generally equal to the prevailing market value of
a share of the Company's Class A Common Stock on the date the options are
granted.
The Company has adopted certain broad-based employee benefit plans in
which all employees, including the executive officers, are permitted to
participate on the same terms and conditions relating to eligibility and
generally subject to the same limitations on the amounts that may be contributed
or the benefits payable under those plans. Under the Company's 401(k) Plan the
Company matches up to 50% of an employee's contribution, not to exceed $2500 per
employee. See "Other Employee Benefit Plans -- 401(k) Plan." The Company also
has adopted the 1998 Employee Stock Purchase Plan under Section 423 of the Code,
pursuant to which participating employees can purchase the Company's stock at a
discount through payroll deductions. The 1998 Employee Stock Purchase Plan is
more fully described in Proposal Two.
CEO COMPENSATION
Compensation for the Chief Executive Officer aligns with the
philosophies and practices described above for executive officers in general.
Mr. Almon's base salary was increased following the Company's successful initial
public offering in May 1995 from $200,000 to $250,000. However, the increase was
rescinded between July 1995 and December 1996, due to a down-turn in the
Company's business and stock price performance, although Mr. Almon was paid a
bonus of $25,000 for his services rendered during 1996. Effective January 1,
1997, the Board approved the reinstatement of Mr. Almon's salary increase,
however, no bonus was paid to Mr. Almon during 1997 due to the Company's poor
performance. Mr. Almon was granted an option to purchase 100,000 shares of the
Company's Class A Common Stock in 1997.
COMPENSATION COMMITTEE
John A. Downer
Mark S. Rossi
7
<PAGE> 8
COMPANY STOCK PRICE PERFORMANCE
The following graph demonstrates a comparison of cumulative total
stockholder returns, calculated on a dividend reinvestment basis and based upon
an initial investment of $100 in the Company's Class A Common Stock as compared
with the Nasdaq Stock Market - US Index and the Nasdaq Computer Manufacturer
Index. No dividends have been declared or paid on the Company's Class A Common
Stock during such period. The stock price performance shown on the graph below
is not necessarily indicative of future price performance. The Company's Class A
Common Stock began trading on the Nasdaq National Market on May 4, 1995. The
graph reflects the Company's stock price performance from the initial public
offering through the end of 1997.
<TABLE>
<CAPTION>
Measurement Period
(Fiscal Year Covered) 5/4/95 12/95 12/96 12/97
<S> <C> <C> <C> <C>
STORMEDIA INC 100 228 151 21
NASDAQ STOCK MARKET (U.S.) 100 125 154 189
NASDAQ COMPUTER MANUFACTURER 100 141 190 230
</TABLE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information regarding
the beneficial ownership of the Company's Class A Common Stock as of the Record
Date by (i) each person (or group of affiliated persons) known to the Company to
be the beneficial owner of more than 5% of the Company's Class A Common Stock,
(ii) each director, (iii) each of the Company's executive officers named in the
Summary Compensation Table appearing herein, and (iv) all of the Company's
directors and executive officers as a group. The Company knows of no agreements
among its stockholders which relate to voting or investment power of its shares
of Class A Common Stock.
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<PAGE> 9
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP(1)
-------------------------------------
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF TOTAL
- ---------------- ---------------- ----------------
<S> <C> <C>
Prudential Private Equity Investors III, L.P. 5,737,500 28.15
717 Fifth Avenue
New York, NY 10022
Kubota Corporation 2,000,000 9.81
2-47, Shikitsuhigashi 1-chome
Naniwa-Ku Osaka, 556 Japan
William J. Almon (2) 1,228,038 5.95
Mark S. Rossi (3) 5,737,500 28.15
John A. Downer (3) 5,737,500 28.15
Francis J. Lunger (4) 10,000 *
Gregorio Reyes 100,000 *
Stephen M. Abely (5) 106,716 *
Sherman Silverman (6) 69,514 *
Diane Wotus (7) 69,638 *
Michael Bergkamp (8) 47,935 *
All directors and executive officers
as a group (9 persons) (9) 8,744,840 41.90
</TABLE>
- ----------
* Less than 1%
(1) Beneficial ownership is determined in accordance with the rules and
regulations of the Securities and Exchange Commission and generally
includes voting or investment power with respect to securities. Options to
purchase shares of Class A Common Stock which are currently exercisable or
will become exercisable within 60 days of the Record Date, are deemed to be
outstanding for purposes of computing the percentage of the shares held by
an individual but are not outstanding for purposes of computing the
percentage of any other person. Except as indicated otherwise in the
footnotes below, and subject to community property laws where applicable,
the persons named in the table above have sole voting and investment power
with respect to all shares of Class A Common Stock shown as beneficially
owned by them.
(2) Includes 254,166 shares subject to outstanding options held by Mr. Almon
which are exercisable within 60 days of the Record Date.
(3) Messrs. Rossi and Downer are Senior Managing Director and Managing
Director, respectively, of Cornerstone Equity Investors, LLC, the general
partner of Prudential Private Equity Investors III, L.P. and, as such, may
be deemed to beneficially own the shares owned by such partnership. Mr.
Rossi and Mr. Downer each disclaim personal beneficial ownership of any or
all of these shares except to the extent of their respective individual
proportionate ownership interests therein.
(4) Includes 10,000 shares subject to outstanding options held by Mr. Lunger
which are exercisable within 60 days of the Record Date.
(5) Includes 71,716 shares subject to outstanding options held by Mr. Abely
which are exercisable within 60 days of the Record Date.
(6) Includes 58,264 shares subject to outstanding options held by Mr. Silverman
which are exercisable within 60 days of the Record Date.
(7) Includes 43,854 shares subject to outstanding options held by Ms. Wotus
which are exercisable within 60 days of the Record Date.
(8) Includes 47,657 shares subject to outstanding options held by Michael
Bergkamp which are exercisable within 60 days of the Record Date.
(9) Includes 485,657 shares subject to outstanding options which are
exercisable within 60 days of the Record Date. See footnotes 2, and 5
through 8 above.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
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<PAGE> 10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Santa
Clara, California this 30th day of April, 1998.
STORMEDIA INCORPORATED
By /s/ WILLIAM J. ALMON*
--------------------------------------
William J. Almon
President, Chief Executive Officer and
Chairman of the Board of Directors
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THIS AMENDMENT TO REPORT ON FORM 10-K HAS BEEN SIGNED ON BEHALF OF THE
REGISTRANT BY THE FOLLOWING PERSONS AND IN THE CAPACITIES AND ON THE DATES
INDICATED:
<TABLE>
<S> <C> <C>
President, Chief Executive Officer and April 30, 1998
----------------------- Chairman of the Board and (Principal
(William J. Almon) Executive Officer)
* Chief Financial Officer, Vice President, April 30, 1998
- ------------------------ Finance and Assistant Secretary
(Stephen M. Abely) (Principal Financial and Accounting
Officer)
* Director April 30, 1998
- ------------------------
(John A. Downer)
* Director April 30, 1998
- ------------------------
(Francis J. Lunger)
* Director April 30, 1998
- ------------------------
(Mark S. Rossi)
</TABLE>
- ---------------
* Attorney-in-fact
10
