-----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, G6+rqhOd8HWlbgeou6829GuOuOdtc/c5SFUvk3sKh8DjpF8RlpDvKymS1RdFRMks E5hWmxD92AKS1rQ3loXPyA== /in/edgar/work/0000950149-00-002098/0000950149-00-002098.txt : 20000930 0000950149-00-002098.hdr.sgml : 20000930 ACCESSION NUMBER: 0000950149-00-002098 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000102 FILED AS OF DATE: 20000928 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KOMAG INC /DE/ CENTRAL INDEX KEY: 0000813347 STANDARD INDUSTRIAL CLASSIFICATION: [3695 ] IRS NUMBER: 942914864 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-16852 FILM NUMBER: 730167 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 10-K/A 1 f65895e10-ka.txt FORM 10-K/A FOR THE PERIOD ENDED JANUARY 2, 2000 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JANUARY 2, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 0-16852 KOMAG, INCORPORATED (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 NUMBER)
1710 AUTOMATION PARKWAY, SAN JOSE, CALIFORNIA 95131 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (408) 576-2000 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered ------------------- ------------------- NONE NONE
Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $0.01 PAR VALUE Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this form 10-K/A or any amendment of this Form 10-K/A. [ X ] [COVER PAGE 1 OF 2 PAGES] 2 The aggregate market value of voting stock held by non-affiliates of the Registrant as of September 26, 2000 was approximately $231,712,604.06 based upon the closing sale price for shares of the Registrant's Common Stock as reported by the Nasdaq National Market for the last trading date prior to that date). Shares of Common Stock held by each officer, director and holder of 5% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. On September 26, 2000, approximately 66,800,030 shares of the Registrant's Common Stock, $0.01 par value, were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the following document are incorporated by reference into this Report on Form 10-K/A: Komag, Incorporated Proxy Statement for the Annual Meeting of Stockholders held on May 10, 2000. 3 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. ALL FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS REQUIRED UNDER ITEM 14 WHICH ARE NOT PRESENTED IN THIS FORM 10K/A WERE PRESENTED IN OUR FORM 10-K, WHICH WAS FILED ON MARCH 31, 2000. (A) LIST OF DOCUMENTS FILED AS PART OF THIS REPORT. 2. FINANCIAL STATEMENT SCHEDULES. Report of Other Auditor --Report of Chuo Audit Corporation on Asahi Komag Co., Ltd. All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission were previously filed in our Form 10-K on March 31, 2000, are not required under the related instructions or are inapplicable and therefore have been omitted. 3. EXHIBITS. 23.1 Consent of Ernst & Young LLP, independent auditors. 23.2 Consent of Chuo Audit Corporation. 1 4 SIGNATURES PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN SAN JOSE, CALIFORNIA ON THIS 27TH DAY OF SEPTEMBER, 2000. Komag, Incorporated By /s/Thian Hoo Tan ---------------------------- Thian Hoo Tan President and Chief Executive Officer 2 5 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED:
SIGNATURE TITLE DATE ------------------------------ ------------------------------------------ ----------------- President, Chief Executive September 27, 2000 By: /s/ THIAN HOO TAN Officer and Director --------------------------- (Principal Executive Officer) (Thian Hoo Tan) By: /s/ EDWARD H. SIEGLER Vice President, Chief Financial Officer September 27, 2000 --------------------------- and Secretary (Principal Financial Officer) (Edward H. Siegler) By: /s/ KATHLEEN A. BAYLESS Vice President, Corporate Controller September 27, 2000 --------------------------- (Principal Accounting Officer) (Kathleen A. Bayless) By: * Director September 27, 2000 --------------------------- (Chris A. Eyre) By: * Director September 27, 2000 --------------------------- (Irwin Federman) By: * Director September 27, 2000 --------------------------- (George A. Neil) By: * Director September 27, 2000 --------------------------- (Michael R. Splinter) By: * Director September 27, 2000 --------------------------- (Anthony Sun) By: * Director September 27, 2000 --------------------------- (Masayoshi Takebayashi) * By: /s/ THIAN HOO TAN September 27, 2000 --------------------------- (Thian Hoo Tan, Attorney-in-Fact)
3 6 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors Asahi Komag Co., Ltd. We have audited the accompanying consolidated balance sheets of Asahi Komag Co., Ltd. and its subsidiary (the "Company") as of December 31, 1998 and 1997, and the consolidated statements of income, cash flows, and changes in equity for the years ended December 31, 1998, 1997 and 1996. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, based on our audit, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 1998 and 1997, and the consolidated results of its operations and its cash flows for the years ended December 31, 1998, 1997 and 1996 in conformity with generally accepted accounting principles applicable in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 14 to the financial statements, the Company's directors have decided that it may be necessary to wind-up the Company if additional cash cannot be obtained and debt cannot be restructured. The financial statements do not include any adjustments that could be material that might result from the outcome of this uncertainty. The consolidated financial statements as of and for the year ended December 31, 1998 have been translated into United States Dollars solely for the convenience of the reader. Our audit included the translation, and in our opinion such translation has been made in accordance with the basis stated in note 2h to the consolidated financial statements. /s/ CHUO AUDIT CORPORATION Tokyo, Japan January 22, 1999, except for the matter discussed in the fourth paragraph and Note 14, as to which the date is August 15, 2000 4 EX-23.1 2 f65895ex23-1.txt CONSENT OF ERNST & YOUNG, LLP 1 Exhibit 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Form S-3 No. 333-93051, Form S-3/A No. 333-81263 and Form S-8 Nos. 333-84567, 333-48867, 333-31297, 333-23095, 333-06081, 33-62543, 33-80594, 33-53432, 33-45469, 33-41945, 33-25230, 33-19851, and 33-16625) pertaining to the Komag Incorporated Deferred Compensation Plan, the Komag, Incorporated Restated 1987 Stock Option Plan, the Komag Material Technology, Inc. 1995 Stock Option Plan, the Komag, Incorporated Employee Stock Purchase Plan, the Komag, Incorporated Restated 1987 Stock Option Plan, the - Komag, Incorporated 1988 Employee Stock Purchase Plan, the Dastek, Inc. 1992 Stock Option Plan, and the 1997 Supplemental Stock Option Plan of our report dated January 21, 2000 (except Note 16 as to which the date is March 17, 2000), with respect to the consolidated financial statements and schedule of Komag, Incorporated in this Annual Report (Form 10-K/A) for the year ended January 2, 2000. /s/ Ernst & Young LLP San Jose, California September 27, 2000 5 EX-23.2 3 f65895ex23-2.txt CONSENT OF CHUO AUDIT CORPORATION 1 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the inclusion in this Form 10-K/A for Komag, Incorporated of our report dated January 22, 1999, except for the matter discussed in the fourth paragraph and Note 14, as to which the date is August 15, 2000, relating to the financial statements of Asahi Komag Co. Ltd. and its subsidiary as of December 31, 1998 and for the years ended December 31, 1998 and 1997. /s/ ChouAoyama Audit Corporation Tokyo, Japan September 26, 2000 6 -----END PRIVACY-ENHANCED MESSAGE-----