-----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, QzMU8OT5F1WMO7cKuYGJ9Yq4kO7n7YMTjTIsDwZ1DK8kSYs+N/bnZ9cavHpquwLa 7vwW/18bUA6/FI2OR1imqA== 0000950134-07-019596.txt : 20070905 0000950134-07-019596.hdr.sgml : 20070905 20070905140849 ACCESSION NUMBER: 0000950134-07-019596 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070905 DATE AS OF CHANGE: 20070905 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WD Media, Inc. 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: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-98785 FILM NUMBER: 071099341 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 FORMER COMPANY: FORMER CONFORMED NAME: KOMAG INC /DE/ DATE OF NAME CHANGE: 19920703 POS AM 1 f33501a5posam.htm PSO AM posam
 

As filed with the Securities and Exchange Commission on September 5, 2007
Post-Effective Amendment No. 6 to Registration Statement on Form S-3 (No. 333-98785)
      
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
POST-EFFECTIVE AMENDMENT NO. 6 TO
FORM S-1
ON
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
WD Media, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
     
Delaware   94-2914864
(State or Other Jurisdiction of   (I.R.S. Employer
Incorporation or Organization)   Identification No.)
1710 Automation Parkway
San Jose, California 95131
(Address, Including Zip Code, of Principal Executive Offices)
 
John F. Coyne
President
WD Media, Inc.
c/o Western Digital Corporation
20511 Lake Forest Drive
Lake Forest, California 92630
(949) 672-7000
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
COPY TO:
Jay Herron, Esq.
O’Melveny & Myers LLP
610 Newport Center Drive, Suite 1700
Newport Beach, California 92660
 
 

 

 

RECENT EVENTS: DEREGISTRATION
The Registration Statement on Form S-3 (Registration No. 333-98785) (the “Registration Statement”) of WD Media, Inc., a Delaware corporation formerly known as Komag, Incorporated (“WD Media”), pertaining to the registration of 9,613,726 shares of common stock of WD Media and an aggregate principal amount of $73,732,808.56 of senior secured notes due 2007 to which this Post-Effective Amendment No. 6 relates, was filed with the Securities and Exchange Commission on August 27, 2002.
On September 5, 2007, after completion of a tender offer (the “Offer”) by State M Corporation (“Merger Sub”), an indirect wholly owned subsidiary of Western Digital Corporation (“Parent”) for all of the outstanding shares of common stock of WD Media, Merger Sub merged with and into WD Media (the “Merger”). Pursuant to the Merger, each outstanding share of common stock of WD Media not tendered in the Offer (other than the shares of common stock owned by WD Media, Merger Sub and Parent and stockholders who properly perfect appraisal rights under Delaware law) was converted into the right to receive $32.25 per share in cash. The Merger became effective upon filing of a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware on September 5, 2007 (the “Effective Time”).
As a result of the Merger, WD Media has terminated all offerings of senior secured notes and common stock pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by WD Media in the Registration Statement to remove from registration, by means of a post-effective amendment, any senior secured notes and shares of common stock which remain unsold at the termination of the offering, WD Media hereby removes from registration all senior secured notes and shares of common stock registered under the Registration Statement which remain unsold as of the Effective Time.

 

 

SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 6 to the Registration Statement on Form S-3 has been signed by the following persons on September 5, 2007 in the capacities indicated.
         
  WD MEDIA, INC.
 		  
  By:   /s/ John F. Coyne    
    John F. Coyne   
    President
(Principal Executive Officer) 		  
 
         
Signature   Title   Date
 
        
/s/ John F. Coyne
 
John F. Coyne
  Director, President
(Principal Executive Officer) 		  September 5, 2007
 
        
/s/ Timothy M. Leydon
 
Timothy M. Leyden
  Director, Treasurer (Principal Financial Officer and Principal Accounting Officer)   September 5, 2007
 
        
/s/ Raymond M. Bukaty
 
Raymond M. Bukaty
  Director   September 5, 2007

 

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