AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 24, 2002
REGISTRATION NO. 333-49250
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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WESTERN DIGITAL CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 33-0956711
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20511 LAKE FOREST DRIVE
LAKE FOREST, CALIFORNIA 92630
(949) 672-7000
(Address, including zip code, and telephone number, including area code,
of Registrant's Principal Executive Offices)
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MICHAEL A. CORNELIUS
WESTERN DIGITAL CORPORATION
20511 LAKE FOREST DRIVE
LAKE FOREST, CALIFORNIA 92630
(949) 672-7000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPY TO:
RONALD S. BEARD
GIBSON, DUNN & CRUTCHER LLP
4 PARK PLAZA
IRVINE, CALIFORNIA 92614
(949) 451-3800
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
Not applicable.
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If any of the securities being registered on this form are to be offered
pursuant to dividend or interest reinvestment plans, please 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 registration statement
for the same offering. [ ] _________________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
DEREGISTRATION OF SECURITIES
By means of this Post-Effective Amendment No. 2 to the Registration
Statement on Form S-3 (Registration No. 333-49250) (the "Registration
Statement") of Western Digital Corporation, a Delaware corporation (the
"Registrant"), filed with the Securities and Exchange Commission on November 3,
2000, as amended by Post-Effective Amendment No. 1 to the Registration Statement
filed on April 6, 2001, registering a maximum offering amount of $200,000,000 in
securities, consisting of (i) an indeterminate number of shares of common stock
of the Registrant, par value $0.01 per share ("Common Stock"), as may be sold
from time to time, and (ii) an indeterminate number of warrants representing
rights to purchase shares of common stock of the Registrant ("Warrants"), the
Registrant hereby deregisters all shares of Common Stock and Warrants unsold
under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Lake Forest, State of California, on
January 24, 2002.
WESTERN DIGITAL CORPORATION
By: /s/ Matthew E. Massengill
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Matthew E. Massengill
Chairman of the Board and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 2 to the Form S-3 Registration Statement has
been signed below by the following persons in the capacities indicated on
January 24, 2002.
SIGNATURE TITLE
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/s/ Matthew E. Massengill Chairman of the Board and Chief
----------------------------------- Executive Officer
Matthew E. Massengill (Principal Executive Officer)
/s/ D. Scott Mercer Chief Financial Officer
----------------------------------- (Principal Financial Officer)
D. Scott Mercer
/s/ Joseph R. Carrillo Vice President and Corporate Controller
----------------------------------- (Principal Accounting Officer)
Joseph R. Carrillo
-----------------------------------
Thomas E. Pardun Director
/s/ Peter D. Behrendt
-----------------------------------
Peter D. Behrendt Director
/s/ I.M. Booth
-----------------------------------
I.M. Booth Director
/s/ Kathleen A. Cote
-----------------------------------
Kathleen A. Cote Director
/s/ Henry T. DeNero
-----------------------------------
Henry T. DeNero Director
/s/ Roger H. Moore
-----------------------------------
Roger H. Moore Director