425 1 e425.txt 425 1 Filed by Komag, Incorporated Pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities and Exchange Act of 1934. Subject Company: HMT Technology Corporation Commission File No. 000-27586 KOMAG, INCORPORATED On August 2, 2000 the following memorandum was distributed to Komag employees: Dear Komag Employees, I am sure you saw the large drop in our stock price today. The only explanation that I can understand for the drop is that we were removed from the S&P 600 Small Cap Index because of their arbitrary rules. This is no reflection on the company's performance. As you all know we have executed extraordinarily well. Every target we have set for ourselves has been achieved. The company has the right cost structure to be competitive in the industry. Our products have been well accepted by our customers and our volumes have grown when most other companies have seen declining shipments. Over the last four weeks we have been producing at a rate of almost 1M units per week. We have resolved our issues with our lenders. The path is cleared to merge with our largest competitor, making both of our companies stronger. Our business is positively generating cash. And now we are in the early stages of diversifying our business. Unfortunately the investment market still does not understand the change in value of the enterprise. I want you to understand that I value all of your contributions. We will survive and be successful. It is asking a lot of you to be patient enough to wait until the rest of the world catches up with us. But that is what I am asking and I know you will respond with the same grit and determination that has characterized your work so far. Thank you, TH Tan 2 ADDITIONAL INFORMATION AND WHERE TO FIND IT Komag has filed a Registration Statement on SEC Form S-4 in connection with the HMT merger, and Komag and HMT expect to mail a Joint Proxy Statement/Prospectus to stockholders of Komag and HMT containing information about the merger. Investors and security holders are urged to read the Registration Statement and the Joint Proxy Statement/Prospectus carefully when they are available. The Registration Statement and the Joint Proxy Statement/Prospectus will contain important information about Komag, HMT, the merger and related matters. Investors and security holders will be able to obtain free copies of these documents through the website maintained by the U.S. Securities and Exchange Commission at http://www.sec.gov. Free copies of the Joint Proxy Statement/Prospectus and these other documents may also be obtained from Komag by directing a request through the Investors Relations portion of website at http://www.komag.com or by mail to Komag, Incorporated, 1710 Automation Parkway, San Jose, CA 95131, attention: Investor Relations, telephone: (408) 576-2000. In addition to the Registration Statement and the Joint Proxy Statement/Prospectus, Komag and HMT file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any reports, statements or other information filed by Komag or HMT at the SEC public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at any of the Commission's other public reference rooms in New York, New York and Chicago, Illinois. Please call the Commission at 1-800-SEC-0330 for further information on the public reference rooms. Komag's and HMT's filings with the Commission are also available to the public from commercial document-retrieval services and at the website maintained by the Commission at http://www.sec.gov. INTERESTS OF CERTAIN PERSONS IN THE MERGER Komag will be soliciting proxies from Komag stockholders in favor of the adoption of the merger agreement. The directors and executive officers of Komag and the directors and executive officers of HMT may be deemed to be participants in HMT's solicitation of proxies. Information concerning the directors and officers is contained in the Registration Statement. The directors and executive officers of Komag have interests in the merger, some of which may differ from, or may be in addition to, those of HMT's stockholders generally. Information concerning those interests is contained in the preliminary Registration Statement. FORWARD-LOOKING STATEMENTS The above information contains predictions, estimates and other forward-looking statements that involve a number of risks and uncertainties. While this outlook represents Komag's current judgment on the future direction of the business, actual results may differ materially from any future performance suggested above. Factors that could cause or contribute to such differences include, but are not limited to, risks relating to the consummation of the contemplated merger, including the risk that required regulatory clearances, the bank consents or stockholder approval might not be obtained in a timely manner or at all. In addition, statements in this press release relating to the expected benefits of the contemplated merger are subject to risks relating to the timing and successful completion of technology and product development efforts, integration of the technologies and businesses of Komag and HMT, unanticipated expenditures, changing relationships with customers, suppliers and strategic partners. Predictions about third quarter pricing, new product introduction and pricing may differ due to unanticipated changes in the disk market. These and other factors are described in the most recent Form 10-Q, most recent Form 10-K and other periodic reports filed by Komag and HMT with the Securities and Exchange Commission. 3 For more information about Komag, visit Komag's Internet home page at http://www.komag.com or call Komag's Investor Relations 24-hour Hot Line at 888-66-KOMAG or 408-576-2901. Contact: KOMAG, INCORPORATED, San Jose, CA Ted Siegler at (408) 576-2209 E-mail communications: ir_web@komag.com