As filed with the Securities and Exchange Commission on February 3, 2017
Registration No. 333-36332
Registration No. 333-111130
Registration No. 333-107227
Registration No. 333-95499
Registration No. 333-42991
Registration No. 333-20359
Registration No. 33-51725
Registration No. 333-56738
Registration No. 33-33365
Registration No. 33-24585
Registration No. 33-9853
Registration No. 333-70413
Registration No. 33-57953
Registration No. 33-60166
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WESTERN DIGITAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 33-0956711 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
3355 Michelson Drive, Suite 100
Irvine, California 92612
(Address, Including Zip Code, of Principal Executive Offices)
Western Digital Corporation Broad-Based Stock Incentive Plan
Western Digital Corporation 1993 Employee Stock Purchase Plan
Western Digital Corporation Stock Option Plan for Non-Employee Directors
Western Digital Corporation Employee Stock Option Plan
(Full Title of the Plan)
Michael C. Ray
Executive Vice President, Chief Legal Counsel and Secretary
Western Digital Corporation
3355 Michelson Drive, Suite 100
Irvine, California 92612
(949) 672-7000
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||||
| Non-accelerated filer | ☐ | (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | ||||
EXPLANATORY NOTE
Western Digital Corporation, a Delaware corporation (the “Company”), previously filed the following Registration Statements on Form S-8 (each, a “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) to register the number of shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), in each case as set forth below for that Registration Statement, such shares to be issued or obligations to be satisfied, as applicable, pursuant to the Company incentive plan or plans (each, a “Plan”) identified below for that Registration Statement:
| • | Form S-8 (SEC File No. 333-36332), filed with the SEC on May 5, 2000, with respect to 20,000,000 shares of Common Stock thereby registered for offer or sale pursuant to the Western Digital Corporation Broad-Based Stock Incentive Plan. (This filing serves as Post-Effective Amendment No. 5 to this Registration Statement.) |
| • | Form S-8 (SEC File No. 333-111130), filed with the SEC on December 12, 2003, with respect to 3,000,000 shares of Common Stock thereby registered for offer or sale pursuant to the Western Digital Corporation 1993 Employee Stock Purchase Plan. (This filing serves as Post-Effective Amendment No. 2 to this Registration Statement.) |
| • | Form S-8 (SEC File No. 333-107227), filed with the SEC on July 22, 2003, with respect to 4,000,000 shares of Common Stock thereby registered for offer or sale pursuant to the Western Digital Corporation 1993 Employee Stock Purchase Plan. (This filing serves as Post-Effective Amendment No. 2 to this Registration Statement.) |
| • | Form S-8 (SEC File No. 333-95499), filed with the SEC on January 27, 2000, with respect to 4,000,000 shares of Common Stock thereby registered for offer or sale pursuant to the Western Digital Corporation 1993 Employee Stock Purchase Plan. (This filing serves as Post-Effective Amendment No. 3 to this Registration Statement.) |
| • | Form S-8 (SEC File No. 333-42991), filed with the SEC on December 22, 1997, with respect to 2,000,000 shares of Common Stock thereby registered for offer or sale pursuant to the Western Digital Corporation 1993 Employee Stock Purchase Plan. (This filing serves as Post-Effective Amendment No. 3 to this Registration Statement.) |
| • | Form S-8 (SEC File No. 333-20359), filed with the SEC on January 24, 1997, with respect to 1,500,000 shares of Common Stock thereby registered for offer or sale pursuant to the Western Digital Corporation 1993 Employee Stock Purchase Plan. (This filing serves as Post-Effective Amendment No. 3 to this Registration Statement.) |
| • | Form S-8 (SEC File No. 33-51725), filed with the SEC on December 28, 1993, with respect to 3,500,000 shares of Common Stock thereby registered for offer or sale pursuant to the Western Digital Corporation 1993 Employee Stock Purchase Plan. (This filing serves as Post-Effective Amendment No. 2 to this Registration Statement.) |
| • | Form S-8 (SEC File No. 333-56738), filed with the SEC on March 8, 2001, with respect to 1,000,000 shares of Common Stock thereby registered for offer or sale pursuant to the Western Digital Corporation Stock Option Plan for Non-Employee Directors. (This filing serves as Post-Effective Amendment No. 5 to this Registration Statement.) |
| • | Form S-8 (SEC File No. 33-33365), filed with the SEC on February 6, 1990, with respect to 600,000 shares of Common Stock thereby registered for offer or sale pursuant to the Western Digital Corporation Stock Option Plan for Non-Employee Directors. (This filing serves as Post-Effective Amendment No. 3 to this Registration Statement.) |
| • | Form S-8 (SEC File No. 33-24585), filed with the SEC on September 28, 1988, with respect to 600,000 shares of Common Stock thereby registered for offer or sale pursuant to the Western Digital Corporation Stock Option Plan for Non-Employee Directors. (This filing serves as Post-Effective Amendment No. 4 to this Registration Statement.) |
| • | Form S-8 (SEC File No. 33-9853), filed with the SEC on October 30, 1986, with respect to 400,000 shares of Common Stock thereby registered for offer or sale pursuant to the Western Digital Corporation Stock Option Plan for Non-Employee Directors. (This filing serves as Post-Effective Amendment No. 8 to this Registration Statement.) |
| • | Form S-8 (SEC File No. 333-70413), filed with the SEC on January 11, 1999, with respect to 10,000,000 shares of Common Stock thereby registered for offer or sale pursuant to the Western Digital Corporation Employee Stock Option Plan. (This filing serves as Post-Effective Amendment No. 5 to this Registration Statement.) |
| • | Form S-8 (SEC File No. 333-20359), filed with the SEC on January 24, 1997, with respect to 8,000,000 shares of Common Stock thereby registered for offer or sale pursuant to the Western Digital Corporation Employee Stock Option Plan. (This filing serves as Post-Effective Amendment No. 3 to this Registration Statement.) |
| • | Form S-8 (SEC File No. 33-57953), filed with the SEC on March 6, 1995, with respect to 4,500,000 shares of Common Stock thereby registered for offer or sale pursuant to the Western Digital Corporation Employee Stock Option Plan. (This filing serves as Post-Effective Amendment No. 3 to this Registration Statement.) |
| • | Form S-8 (SEC File No. 33-60166), filed with the SEC on March 29, 1993, with respect to 5,600,000 shares of Common Stock thereby registered for offer or sale pursuant to the Western Digital Corporation Employee Stock Option Plan. (This filing serves as Post-Effective Amendment No. 3 to this Registration Statement.) |
| • | Form S-8 (SEC File No. 33-24585), filed with the SEC on September 28, 1988, with respect to 6,660,000 shares of Common Stock thereby registered for offer or sale pursuant to the Western Digital Corporation Employee Stock Option Plan. (This filing serves as Post-Effective Amendment No. 4 to this Registration Statement.) |
| • | Form S-8 (SEC File No. 33-9853), filed with the SEC on January 15, 1987, with respect to 6,434,092 shares of Common Stock thereby registered for offer or sale pursuant to the Western Digital Corporation Employee Stock Option Plan. (This filing serves as Post-Effective Amendment No. 8 to this Registration Statement.) This Registration Statement superseded and replaced Form S-8 registration statements originally filed with the SEC with respect to the Western Digital Corporation Employee Stock Option Plan on February 23, 1982 (SEC File No. 2-76179) and April 29, 1985 (SEC File No. 2-97365). |
Note: Share numbers for all Registration Statements filed prior to May 20, 1997 have been adjusted to reflect the Company’s stock dividend of one share for each share outstanding on May 20, 1997.
All awards granted under each of the Plans identified above have been exercised or paid or have expired. Pursuant to this Post-Effective Amendment to Form S-8, the Company hereby removes from registration any and all remaining unissued shares of Common Stock registered for issuance under the foregoing Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant 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 Post-Effective Amendment to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on this 3rd day of February, 2017.
| WESTERN DIGITAL CORPORATION | ||
| By: | /s/ Michael C. Ray | |
| Michael C. Ray | ||
| Executive Vice President, Chief Legal Counsel and Secretary | ||
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Stephen D. Milligan and Michael C. Ray, and each of them, acting individually and without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Stephen D. Milligan Stephen D. Milligan |
Chief Executive Officer and Director (Principal Executive Officer) |
February 3, 2017 | ||
| /s/ Mark P. Long Mark P. Long |
President WD Capital, Chief Strategy Officer and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | February 3, 2017 | ||
| /s/ Matthew E. Massengill Matthew E. Massengill |
Chairman of the Board | February 3, 2017 | ||
| /s/ Martin I. Cole Martin I. Cole |
Director | February 3, 2017 | ||
| /s/ Kathleen A. Cote Kathleen A. Cote |
Director | February 3, 2017 | ||
| /s/ Henry T. DeNero Henry T. DeNero |
Director | February 3, 2017 | ||
| Signature |
Title |
Date | ||
| /s/ Michael D. Lambert Michael D. Lambert |
Director | February 3, 2017 | ||
| /s/ Len J. Lauer Len J. Lauer |
Director | February 3, 2017 | ||
| /s/ Sanjay Mehrotra Sanjay Mehrotra |
Director | February 3, 2017 | ||
| /s/ Paula A. Price Paula A. Price |
Director | February 3, 2017 | ||