1 As filed with the Securities and Exchange Commission on March 6, 1995 Registration Statement No. 33-_______________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM S-8 Registration Statement Under the Securities Act of 1933 ---------------------- WESTERN DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 95-2647125 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 8105 Irvine Center Drive, Irvine, California 92718 (Address of principal executive offices) (Zip Code) WESTERN DIGITAL CORPORATION EMPLOYEE STOCK OPTION PLAN (Full title of the Plan) Michael A. Cornelius 8105 Irvine Center Drive Irvine, California 92718 (Name and address of agent for service) (714) 932-5000 (Telephone number, including area code, of agent for service) 2 CALCULATION OF REGISTRATION FEE ____________________________________________________________________________ =========================================================================== (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457, based upon the average of the high (14.75) and low (13.25) sale prices of the Company's Common Stock on the New York Stock Exchange on February 27, 1995. (2) Based on the average of the high and low sale prices of the Company's Common Stock on the New York Stock Exchange on February 27, 1995 (see footnote (1) above). (3) This Registration Statement includes associated stock purchase rights under the Rights Agreement dated as of December 1, 1988 between the Registrant and First Interstate Bank, Ltd., as Rights Agent, as amended by Amendment No. 1 to the Rights Agreement dated August 10, 1990. (4) This amount represents an increase in the number of shares authorized for issuance under the Company's Employee Stock Option Plan. (5) There is also being registered hereunder such additional undetermined number of shares of Common Stock which may be issued as a result of anti-dilutive adjustments pursuant to the Employee Stock Option Plan. ============================================================================ STATEMENT PURSUANT TO RULE 429 Documents constituting those portions of the Section 10(a) Prospectus which are to be delivered to optionees under the Employee Stock Option Plan, which documents are not required to be filed with this Registration Statement, include information required to be provided to optionees under other of the Company's stock option plans which are registered under the following Registration Statements:
Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of To Be To Be Price Per Offering Registration Registered Registered Share(1) Price(1) Fee(2) - ---------- ---------- -------- -------- ------ Common Stock, 2,250,000 $14.00 $31,500,000 $10,862.07 $.10 par shares (4)(5) value (3)
No. Date of Filing ------------ -------------------- 2-76179 February 23, 1982 2-97365 April 29, 1985 33-9853 January 15, 1987 33-24585 September 28, 1988 33-33365 February 6, 1990 3 INTRODUCTION This Registration Statement relates to additional shares of Common Stock of Western Digital Corporation, a Delaware Corporation, (the "Company") authorized for issuance under the Company's Employee Stock Option Plan (the "Plan") and consists of only those items required by General Instruction E to Form S-8. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Pursuant to the instructions to Form S-8, Part I (Information Required in the Section 10(a) Prospectus) is not filed as part of this Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT In accordance with General Instruction E to Form S-8, the contents of the Company's Registration Statement on Form S-8 (Registration No. 33-60166), filed March 29, 1993, are incorporated by this reference into this Registration Statement. For purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a statement contained herein, or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference, modifies or supersedes such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 8. Exhibits Pursuant to General Instruction E, only those opinions and consents required by Item 8 are provided, as follows. -3-
Exhibit No. Description - ----------- ----------- 5.1 Opinion of Counsel 23.1 Consent of KPMG Peat Marwick LLP 24.1 Power of Attorney (contained on signature page hereto). 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company 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 Irvine, State of California, on the 31st day of January, 1995. WESTERN DIGITAL CORPORATION By: /s/ CHARLES A. HAGGERTY ------------------------ Charles A. Haggerty Chairman of the Board, President and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Charles A. Haggerty and D. Scott Mercer, jointly and severally, his or her agents and attorneys in fact, each with the power of substitution, for him or her in any and all capacities, to sign this Registration Statement and any amendments to this Registration Statement and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said agents and attorneys 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. -4-
Signature Title Date - --------- ----- ---- /s/ CHARLES A. HAGGERTY Chairman of the January 31, 1995 - ----------------------- Board, President Charles A. Haggerty and Chief Executive Officer (Principal Executive Officer) 5 -5-
Signature Title Date - --------- ----- ---- /s/ D. SCOTT MERCER Executive Vice January 31, 1995 - ----------------------- President, D. Scott Mercer Chief Financial and Administrative Officer (Principal Financial and Accounting Officer) /s/ GEORGE L. BRAGG Director January 31, 1995 - ----------------------- George L. Bragg /s/ I. M. BOOTH Director January 31, 1995 - ----------------------- I. M. Booth /s/ ANDRE R. HORN Director January 31, 1995 - ----------------------- Andre R. Horn /s/ IRWIN FEDERMAN Director January 31, 1995 - ----------------------- Irwin Federman /s/ ANNE O. KRUEGER Director January 31, 1995 - ----------------------- Anne O. Krueger /s/ STEPHEN B. SCHWARTZ Director January 31, 1995 - ----------------------- Stephen B. Schwartz /s/ THOMAS E. PARDUN Director January 31, 1995 - ----------------------- Thomas E. Pardun /s/ JAMES A. ABRAHAMSON Director January 31, 1995 - ----------------------- James A. Abrahamson /s/ PETER D. BEHRENDT Director January 31, 1995 - ----------------------- Peter D. Behrendt 6 Index to Exhibits
Exhibit No. Description - ----------- ----------- 5.1 Opinion of Counsel 23.1 Consent of KPMG Peat Marwick LLP 24.1 Power of Attorney (contained on signature page hereto)
1 EXHIBIT 5.1 [CHARLES S. FIEDLER LETTERHEAD] February 1, 1995 95-032 Western Digital Corporation 8105 Irvine Center Drive Irvine, CA 92718 Re: Registration Statement on Form S-8 Gentlemen: I have acted as your counsel in connection with your registration under the Securities Act of 1933, as amended, of 2,250,000 additional shares of common stock ("Common Stock") of Western Digital Corporation, a Delaware corporation (the "Company"), pursuant to a registration statement on Form S-8 (the "Registration Statement"), which shares of Common Stock have been reserved for issuance under the Company's Employee Stock Option Plan (the "Plan"). In rendering this opinion, I have made such inquiries and examined originals or copies, certified or otherwise identified to me, of such records, agreements, certificates of corporate and public officials and such other instruments and documents, and considered such matters of law and fact, as I have considered appropriate for purposes of this opinion. For the purposes of my examination, I have assumed the genuineness of all signatures on original documents, the authenticity of all documents submitted to me as originals, the conformity to original documents of all copies submitted to me, the legal authorization and proper execution of such documents, and the correctness of all facts set forth therein. On the basis of the foregoing examinations and assumptions, and in reliance thereon, it is my opinion that the shares of Common Stock reserved for issuance under the Plan, when issued and sold upon the exercise of options granted under the Plan and paid for in cash or 2 Western Digital Corporation February 1, 1995 Page 2 with Company securities pursuant to the Plan, will be legally issued, fully paid and nonassessable. This opinion is limited to the present law of the State of Delaware, to the current federal laws of the United States and to current judicial interpretations thereof, and to the facts as they presently exist. No opinion is expressed as to the effect of the laws of any other jurisdiction or as to matters of conflict or choice of law. I undertake no obligation to advise you as a result of developments occurring after the date hereof or as a result of facts or circumstances brought to my attention after the date hereof. I hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. Very truly yours, Charles S. Fiedler CSF:ja:WD\OPINION
1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Western Digital Corporation: We consent to the incorporation by reference in the Registration Statement on Form S-8 of the Western Digital Corporation Employee Stock Option Plan of our report dated July 19, 1994, relating to the consolidated balance sheets of Western Digital Corporation as of June 30, 1994 and 1993, and the related consolidated statements of operations, shareholders' equity and cash flows for each of the years in the three-year period ended June 30, 1994, which report appears in the June 30, 1994 Annual Report on Form 10-K of Western Digital Corporation. KPMG PEAT MARWICK LLP Orange County, California March 1, 1995