SC 13G 1 ki302507sch13g.txt SC 13G FOR KOMAG, INCORPORATED UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Komag, Incorporated ------------------- (Name of Issuer) Common Stock, par value $0.01 per share --------------------------------------- (Title of Class of Securities) 500453204 -------------- (CUSIP Number) July 23, 2002 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
--------- ------------------------------------------------------------------------------------------------------------------------- NAME OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Entities only) Michael A. Roth and Brian J. Stark, as joint filers pursuant to Rule 13d-1(k) --------- ------------------------------------------------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A 2 GROUP* (a) [ ] (b) [ ] --------- ------------------------------------------------------------------------------------------------------------------------- SEC USE ONLY 3 --------- ------------------------------------------------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 4 United States Citizens --------- ------------------------------------------------------------------------------------------------------------------------- NUMBER OF SOLE VOTING POWER SHARES 5 BENEFICIALLY 1,314,763 (See Items 2 and 4) OWNED BY EACH REPORTING PERSON WITH --------- ------------------------------------------------------------------------------------------------- SHARED VOTING POWER 6 0 --------- ------------------------------------------------------------------------------------------------- SOLE DISPOSITIVE POWER 7 1,314,763 (See Items 2 and 4) --------- ------------------------------------------------------------------------------------------------- SHARED DISPOSITIVE POWER 8 0 ----------------------- --------- ------------------------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,314,763 (See Items 2 and 4) ------------ ---------------------------------------------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] Not applicable. ------------ ---------------------------------------------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.76% (See Items 2 and 4) ------------ ---------------------------------------------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN ------------ ---------------------------------------------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a). Name of Issuer. --------- -------------- Komag, Incorporated Item 1(b). Address of Issuer's Principal Executive Offices. --------- ----------------------------------------------- 1710 Automation Parkway San Jose, California 95131 Item 2(a). Name of Person Filing. --------- --------------------- Michael A. Roth and Brian J. Stark, as joint filers pursuant to Rule 13d-1(k) (the "Reporting Persons"). The Reporting Persons are the sole general partners of Staro Partners, a Wisconsin general partnership ("SP"). In addition, the Reporting Persons are the managing members of Staro Asset Management, L.L.C., a Wisconsin limited liability company, which serves as (a) the investment manager of Shepherd Investments International, Ltd., a British Virgin Islands corporation ("SIIL"), and (b) the managing general partner of Stark Investments Limited Partnership, a Wisconsin limited partnership ("SILP"). SILP, SIIL and SP are the holders of record of all of the shares of Common Stock reported in this Schedule 13G. Item 2(b). Address of Principal Business Office or, if None, Residence. --------- ----------------------------------------------------------- The business address of each of the Reporting Persons is 3600 South Lake Drive, St. Francis, Wisconsin 53235. Item 2(c). Citizenship. --------- ----------- Each of the Reporting Persons is a United States citizen. Item 2(d). Title of Class of Securities. --------- ---------------------------- Common Stock Item 2(e). CUSIP Number. --------- ------------ 500453204 Item 3. If this Statement is Filed pursuant to Rule 13d-1(b), or 13d-2(b) ------ or (c), Check Whether the Person Filing is a: -------------------------------------------- (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); Page 4 of 6 Pages SCHEDULE 13G March 6, 2003 (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J) Item 4. Ownership. ------ --------- Introductory Note: on July 23, 2002, SILP, SIIL and SP purchased an aggregate of 1,614,763 shares of Common Stock, of which amount SILP purchased 841,102 shares, SIIL purchased 714,955 shares, and SP purchased 58,706 shares. Based upon information provided in the Issuer's Form 10-Q for its fiscal quarter ended June 30, 2002, there were 22,826,283 shares of Common Stock issued and outstanding as of June 30, 2002. Therefore, for purposes of Rule 13d-3 under the Exchange Act, the Reporting Persons were the beneficial owners of an aggregate of 7.07% of the Issuer's issued and outstanding shares of Common Stock as of July 23, 2002. Subsequently, between January 22, 2003 and January 24, 2003, SILP sold 144,740 shares of Common Stock, SIIL sold 144,920 shares of Common Stock and SP sold 10,340 shares of Common Stock, so that, as of the date hereof, the Reporting Persons have the beneficial ownership as set out below in this Item 4: (a) Amount beneficially owned: 1,314,763 shares of Common Stock* (b) Percent of class: 5.76% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 1,314,763 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 1,314,763 (iv) Shared power to dispose or direct the disposition of: 0 *The foregoing amounts of shares and percentage represent the combined indirect holdings of Michael A. Roth and Brian J. Stark, as joint filers. Of such amounts, 696,362 shares (3.05% of the total outstanding) are held directly by SILP, 570,035 shares (2.50% of the total outstanding) are held directly by SIIL and 48,366 shares (0.21% of the total outstanding) are held directly by SP. Messrs. Roth and Stark direct the management of each of SILP, SIIL and SP, and possess sole power to vote and dispose of all of the foregoing shares. Based upon information provided in the Issuer's Form 10-Q for its fiscal quarter ended September 29, 2002, there were 22,826,283 shares of Common Stock issued and outstanding as of September 29, 2002. Therefore, for purposes of Rule 13d-3 under the Exchange Act, Messrs. Roth and Stark are the beneficial owners of 1,314,763 shares of Common Stock, which represent 5.76% of the Issuer's issued and outstanding shares of Common Stock. Page 5 of 6 Pages SCHEDULE 13G March 6, 2003 Item 5. Ownership of Five Percent or Less of a Class. ------ -------------------------------------------- Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. ------ --------------------------------------------------------------- Not applicable. Item 7. Identification and Classification of the Subsidiary Which ------ Acquired the Security Being Reported on by the Parent Holding Company. ------------------------------------------------------------- Not applicable. Item 8. Identification and Classification of Members of the Group. ------ --------------------------------------------------------- Not applicable. Item 9. Notice of Dissolution of Group. ------ ------------------------------ Not applicable. Item 10. Certification. ------- ------------- By signing below each Reporting Person certifies that, to the best of his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. March 6, 2003 /s/ Michael A. Roth ----------------------------------------- Michael A. Roth /s/ Brian J. Stark ----------------------------------------- Brian J. Stark Page 6 of 6 Pages SCHEDULE 13G March 6, 2003 EXHIBIT 1 AGREEMENT AS TO JOINT FILING Dated: March 6, 2003 The undersigned hereby agree that the Schedule 13G with respect to Komag, Incorporated dated as of the date hereof, is filed on behalf of each of the undersigned jointly pursuant to Rule 13d-1(k). /s/ Michael A. Roth ----------------------------------------- Michael A. Roth /s/ Brian J. Stark ----------------------------------------- Brian J. Stark