8-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

January 28, 2004

Date of Report (date of earliest event reported)

KOMAG, INCORPORATED

(Exact name of Registrant as specified in its charter)

Delaware	0-16852	94-2914864
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1710 Automation Parkway
San Jose, California 95131

(Address of principal executive offices)

Registrant’s telephone number, including area code: (408) 576-2000

N/A

(Former name or former address, if changed since last report)

Item 5. Other Events

     The Company has amended its press release that was released on January 28, 2004, and filed as an Exhibit in a Form 8-K filed on January 28, 2004. Attached as Exhibit 99 to this Current Report on Form 8-K/A is a copy of the amended Press Release.

Item 7. Financial Statements and Exhibits.

     (a)    Not applicable.

     (b)    Not applicable.

     (c)    Exhibits.

       99   Registrant’s Press Release dated January 28, 2004

TABLE OF CONTENTS

	Item 5. Other Events
	Item 7. Financial Statements and Exhibits.
EXHIBIT INDEX
EXHIBIT 99

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Komag, Incorporated, a Delaware corporation
Dated: January 29, 2004	By:	/S/  Kathleen A. Bayless
		Kathleen A. Bayless Vice President, Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99	Registrant’s Press Release dated January 28, 2004.

EX-99 3 f96053exv99.htm EXHIBIT 99

EXHIBIT 99

Investors and Press Contact:
Kathy Bayless
Chief Financial Officer
(408) 576-2000
ir_web@komag.com

Komag Announces Closing of Common Stock and Convertible Notes Offerings

FOR IMMEDIATE RELEASE

SAN JOSE, Calif., January 28, 2004 — Komag, Incorporated (Nasdaq: KOMG), the largest independent supplier of thin-film media for disk drives, announced the closing today of its offering of 4.0 million shares of its common stock at $20.00 per share, of which selling security holders are selling 0.5 million shares, and $80.5 million of 2.0% Convertible Subordinated Notes Due in 2024 (“Notes”). These amounts include the exercise by the underwriters of their over-allotment options to purchase 0.5 million shares of common stock at the public offering price and an additional $10.5 million of Notes. Total net proceeds to the Company from the common stock and the Notes offerings are approximately $144.0 million.

Komag expects to use the net proceeds it receives from the offerings to redeem in full the Company’s Senior Secured Notes Due 2007, of which there are a total of approximately $115.2 million outstanding as of December 28, 2003. Additional proceeds will be used for general corporate purposes.

Bear, Stearns & Co. Inc. is acting as sole book-running manager, with Piper Jaffray & Co. as joint lead manager, and Needham & Company, Inc. and Thomas Weisel Partners, LLC as co-managers.

Each of the offerings of the securities is made only by means of a prospectus, and a copy of the Prospectuses relating to the offerings may be obtained from the Prospectus Department of Bear, Stearns & Co. Inc., at 383 Madison Avenue, New York, NY 10178, or by calling 212-272-3939. You can also view the registration statements on the Internet at http://www.sec.gov.

About Komag

Founded in 1983, Komag is the world’s largest independent supplier of thin-film disks, the primary high-capacity storage medium for digital data. Komag leverages the combination of its world-class U.S. research and development center and Malaysian manufacturing operations to produce disks that meet the high-volume, stringent quality, low cost and demanding technology needs of its customers. By enabling rapidly improving storage density at ever-lower cost per gigabyte, Komag seeks to create extraordinary value for consumers of computers, enterprise storage systems and

electronic appliances such as digital video recorders, game boxes and consumer electronic storage systems.

For more information about Komag, visit Komag’s Internet home page at http://www.komag.com. The Investors section of the website provides a variety of financial and investor information, including an investor presentation. To request an investor packet, call Komag’s Investor Relations at 408-576-2901.

Forward-Looking Statements

Actual results could differ materially from those anticipated in forward-looking statements in this release as a result of certain factors, including those set forth in the risk factors described in the Company’s SEC filings.

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99

exv99