-----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, MPKdpDZqT443MG4KuAYKVeyjcHlxzGfiuQfqpQF5VJgJY5nJoXTqrOXVpYqZuNu/ IL3tjY4arDU5olEe1oRUww== 0000950134-07-006931.txt : 20070329 0000950134-07-006931.hdr.sgml : 20070329 20070329151416 ACCESSION NUMBER: 0000950134-07-006931 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070328 ITEM INFORMATION: Triggering Events That Accelerate or Increase a Direct Financial Obligation under an Off-Balance Sheet Arrangement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070329 DATE AS OF CHANGE: 20070329 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16852 FILM NUMBER: 07727419 BUSINESS ADDRESS: STREET 1: 1710 AUTOMATION PWY CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4085762000 MAIL ADDRESS: STREET 1: 1710 AUTOMATION PWY CITY: SAN JOSE STATE: CA ZIP: 95131 8-K 1 f28790e8vk.htm FORM 8-K e8vk
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 29, 2007 (March 28, 2007)
 
KOMAG, INCORPORATED
(Exact name of registrant as specified in its charter)
         
Delaware   0-16852   94-2914864
(State or other jurisdiction of
incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)
1710 Automation Parkway
San Jose, CA 95131
(Address of principal executive offices, including zip code)
(408) 576-2000
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Item 9.01 Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1


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Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
                  Arrangement.
On March 28, 2007, Komag, Incorporated issued a press release announcing that, on such date, it was calling for redemption on April 17, 2007, all $80,500,000 principal amount of its 2.0% Convertible Subordinated Notes due 2024 (the “2.0% Notes”). Prior to 5:00 p.m., New York City time, on April 13, 2007, holders may convert their 2.0% Notes at the conversion rate of 37.8788 shares of the Company’s common stock (the “Common Stock”) for each $1,000 principal amount of the 2.0% Notes (which is equivalent to a conversion price of approximately $26.40 per share). Cash will be paid in lieu of fractional shares. Alternatively, holders may have their 2.0% Notes that have been called for redemption redeemed on April 17, 2007.
A copy of the press release is attached hereto as Exhibit 99.1 to this report and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
     The following exhibit is filed as part of this report.
     
Exhibit No.   Description
99.1
  Press Release issued by Komag, Incorporated on March 28, 2007, announcing the redemption of its 2.0% Convertible Subordinated Notes due 2024.

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SIGNATURE
     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
 
 
Date: March 29, 2007  By:   /s/ Kathleen A. Bayless    
    Name:   Kathleen A. Bayless   
    Title:   Senior Vice President and
Chief Financial Officer 
 

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EXHIBIT INDEX
     
Exhibit No.   Description
99.1
  Press Release issued by Komag, Incorporated on March 28, 2007, announcing the redemption of its 2.0% Convertible Subordinated Notes due 2024.

4

EX-99.1 2 f28790exv99w1.htm EXHIBIT 99.1 exv99w1
 

Exhibit 99.1
Investors and Press Contact:
Kathy Bayless
Chief Financial Officer
(408) 576-2000
ir_web@komag.com
KOMAG CALLS FOR REDEMPTION
OF
2.0% CONVERTIBLE SUBORDINATED NOTES DUE 2024
For Immediate Release
SAN JOSE, Calif., March 28, 2007 — Komag, Incorporated (Nasdaq: KOMG) is calling today for redemption on April 17, 2007, all $80,500,000 principal amount of its 2.0% Convertible Subordinated Notes due 2024 (the “2.0% Notes”).
Prior to 5:00 p.m., New York City time, on April 13, 2007, holders may convert their 2.0% Notes at the conversion rate of 37.8788 shares of the Company’s common stock (the “Common Stock”) for each $1,000 principal amount of the 2.0% Notes (which is equivalent to a conversion price of approximately $26.40 per share). Cash will be paid in lieu of fractional shares. On March 27, 2007, the last reported sale price of the Common Stock on the Nasdaq Global Select Market was $33.49 per share.
Alternatively, holders may have their 2.0% Notes that have been called for redemption redeemed on April 17, 2007. Upon redemption, holders will receive a total of $1,015.65 per $1,000 principal amount of the 2.0% Notes (consisting of a redemption price of $1,011.43 per $1,000 principal amount of the 2.0% Notes, plus accrued and unpaid interest from February 1, 2007, up to but not including April 17, 2007, of approximately $4.22). Any of the 2.0% Notes called for redemption and not converted on or before 5:00 p.m., New York City time, on April 13, 2007, will be automatically redeemed on April 17, 2007, and no further interest will accrue.
A Notice of Redemption is being mailed to all registered holders of the 2.0% Notes. Copies of the Notice of Redemption may be obtained from U.S. Bank National Association, the Conversion Agent and Paying Agent, by calling Paula Oswald at (213) 615-6043. The address of U.S. Bank National Association is 633 West Fifth Street, 24th Floor, Los Angeles, CA 90071.
About Komag
Founded in 1983, Komag is a leading 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. More information about Komag is accessible online at www.komag.com.

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