-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ENY7gJNSrnjtUV/gGolfV3xvPQJZzYeeTfGgW2MEjT8kBKcOcFNZWxfIXa3nUkPf BO0I7dhXB1fjB1hfbBDk/A== 0000950005-00-000470.txt : 20000324 0000950005-00-000470.hdr.sgml : 20000324 ACCESSION NUMBER: 0000950005-00-000470 CONFORMED SUBMISSION TYPE: S-3DPOS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000323 EFFECTIVENESS DATE: 20000323 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KOMAG INC /DE/ CENTRAL INDEX KEY: 0000813347 STANDARD INDUSTRIAL CLASSIFICATION: MAGNETIC & OPTICAL RECORDING MEDIA [3695] IRS NUMBER: 942914864 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: S-3DPOS SEC ACT: SEC FILE NUMBER: 333-81263 FILM NUMBER: 577035 BUSINESS ADDRESS: STREET 1: 1710 AUTOMATION PWY CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4085762000 MAIL ADDRESS: STREET 1: 1704 AUTOMATION PWY CITY: SAN JOSE STATE: CA ZIP: 95131 S-3DPOS 1 FORM S-3DPOS As filed with the Securities and Exchange Commission on March __, 2000 Registration No. 333-81263 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- POST-EFFECTIVE AMENDMENT NO. 2 FORM S-3 REGISTRATION STATEMENT Under The Securities Act of 1933 --------------- KOMAG, INCORPORATED (Exact name of Registrant as specified in its charter) --------------- DELAWARE 94-2914864 (State of incorporation) (I.R.S. Employer Identification Number) 1710 Automation Parkway San Jose, California 95131 (408) 576-2000 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) --------------- THIAN HOO TAN President and Chief Executive Officer Komag, Incorporated 1710 Automation Parkway San Jose, California 95131 (408) 576-2000 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------- Copies to: Alan K. Austin Kathleen Bloch David King Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94304 (650) 493-9300 --------------- Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box.[ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.[ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.[ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective statement for the same offering.[ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.[ ] --------------- EXPLANATORY NOTE This Post-Effective Amendment No.2 (the "Amendment") to the Registration Statement on Form S-3 (File No. 333-81263) of Komag, Incorporated (the "Registration Statement") is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended, for the sole purpose of amending certain exhibits previously filed with the Registration Statement and/or filing additional exhibits and accordingly, shall become effective immediately upon filing with the Securities and Exchange Commission (the "Commission"). After giving effect to this Amendment, the Registration Statement consists of the Registration Statement as filed with the Commission at the time it became effective on January 28, 2000, as supplemented by this Amendment. ================================================================================ PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16. EXHIBITS. See Exhibit Index. II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on March 23, 2000. KOMAG, INCORPORATED By: /s/ Thian Hoo Tan ------------------------------ Thian Hoo Tan President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned officers and directors of Komag, Incorporated, a Delaware corporation, (the "Company") do hereby constitute and appoint Thian Hoo Tan and Edward H. Siegler, and each of them, the lawful attorneys and agents, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the SEC in connection with the Company's Registration Statement on Form S-3 (file number 333-81263, the "Registration Statement"). Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- By: /s/ Thian Hoo Tan President, Chief Executive Officer and Director March 23, 2000 ---------------------------------- (Principal Executive Officer) Thian Hoo Tan By: /s/ Edward H. Siegler Vice President, Chief Financial Officer and Secretary March 23, 2000 ---------------------------------- (Principal Financial Officer) Edward H. Siegler By: /s/ Kathleen A. Bayless Vice President, Corporate Controller (Principal March 23, 2000 ---------------------------------- Accounting Officer) Kathleen A. Bayless II-2 By: /s/ * Director March 23, 2000 ---------------------------------- Chris A. Eyre By: /s/ Director ---------------------------------- Irwin Federman By: /s/ Director ---------------------------------- George A. Neil By: /s/ * Director March 23, 2000 ---------------------------------- Michael R. Splinter By: /s/ * Director March 23, 2000 ---------------------------------- Anthony Sun By: /s/ * Director March 23, 2000 ---------------------------------- Masayoshi Takebayashi * By: /s/ Thian Hoo Tan ---------------------------------- Thian Hoo Tan Attorney-in-fact
II-3 INDEX TO EXHIBITS Exhibit Number Description of Document ------ ----------------------- 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C. 23.1 Consent of Ernst & Young LLP, Independent Auditors 23.2 Consent of Chuo Audit Corporation, Independent Accountants 23.3 Consent of Counsel (included in Exhibit 5.1) 24.1 Power of Attorney (see signature page) II-4 EX-5.1 2 OPINION OF WILSON SONSINI GOODRICH & ROSATI EXHIBIT 5.1 March 23, 2000 Komag, Incorporated 1710 Automation Parkway San Jose, CA 95131 Ladies and Gentlemen: We have acted as counsel for Komag, Incorporated (the "Company") which we understand has filed with the Securities and Exchange Commission a registration statement on Form S-3 (the "Registration Statement") that relates to the issuance of certain shares of common stock of the Company (the "Shares") and other securities of the Company. We further understand that the Shares will be issued and sold pursuant to resolutions of the Board of Directors of the Company passed on February 28, 2000 (the "Resolutions"). We have examined such documents, records and matters of law as we have deemed necessary to the rendering of the following opinion. We have assumed the genuineness of all signatures, the legal capacity of all individuals and the authenticity of all such documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or photostatic copies or facsimiles thereof. Based and relying upon and subject to the foregoing, we are of the opinion that upon receipt of payment in full therefor in accordance with the Resolutions, the Shares will be validly issued, fully paid and non-assessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever it appears in the Registration Statement, including the prospectus constituting a part thereof, and any amendments thereto. Very truly yours, WILSON SONSINI GOODRICH & ROSATI Professional Corporation /s/ Wilson Sonsini Goodrich & Rosati EX-23.1 3 CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in Amendment No. 2 to the Registration Statement (Form S-3 No. 333-81263) and related Prospectus of Komag, Incorporated for the registration of its common stock and to the incorporation by reference therein of our report dated January 22, 1999, with respect to the consolidated financial statements and schedule of Komag, Incorporated included in its Annual Report (Form 10-K) for the year ended January 3, 1999. /s/ Ernst & Young LLP San Jose, California March 17, 2000 EX-23.2 4 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in Amendment No. 2 to the Registration Statement (Form S-3 No. 333-81263) and related Prospectus of Komag, Incorporated for the registration of shares of its common stock of our reports dated January 22, 1999 on our audits of the consolidated financial statements of Asahi Komag Co, Ltd. and its subsidiary as of December 31, 1998 and 1997, and for the years ended December 31, 1998, 1997 and 1996, which report is included in the Annual Report on Form 10-K of Komag, Incorporated for the year ended January 3, 1999. /s/ Chuo Audit Corporation Tokyo, Japan March 17, 2000 -----END PRIVACY-ENHANCED MESSAGE-----