As filed with the Securities and Exchange Commission on November 25, 2020
Registration No.
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
WESTERN DIGITAL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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33-0956711
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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5601 Great Oaks Parkway
San Jose, California 95119
(Address, including Zip Code, of Principal Executive Offices)
Western Digital Corporation 401(k) Plan
(Full title of the Plan)
Michael C. Ray
Executive Vice President, Chief Legal Officer and Secretary
Western Digital Corporation
5601 Great Oaks Parkway
San Jose, California 95119
(408) 717-6000
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
COPY TO:
Jeffrey
W. Walbridge, Esq.
OMelveny & Myers LLP
610 Newport Center Drive, Suite 1700
Newport Beach, California 92660
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated
filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.:
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Large accelerated filer
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☑
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities
To Be Registered
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Amount
To Be
Registered
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Proposed
Maximum
Offering
Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount Of
Registration Fee
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Common Stock, $0.01 par value per share
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1,500,000(1) shares
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$42.24(2)
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$63,360,000(2)
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$6,912.58(2)
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Interests in the Plan
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(1)
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(1)
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This Registration Statement covers, in addition to the number of shares of Western Digital Corporation, a
Delaware corporation (the Company or the Registrant), common stock, par value $0.01 per share (the Common Stock), stated above, other rights to purchase or acquire the shares of Common Stock covered by this
Registration Statement and, pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), an additional indeterminate number of shares, rights and interests that may be offered or issued pursuant to the Western
Digital Corporation 401(k) Plan (the Plan) as a result of one or more adjustments under the Plan to prevent dilution resulting from one or more stock splits, stock dividends or similar transactions.
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(2)
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Pursuant to Securities Act Rule 457(h), the maximum offering price, per share and in the aggregate, and the
registration fee were calculated based upon the average of the high and low prices of the Common Stock on November 19 2020, as quoted on the Nasdaq Global Select Market.
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The Exhibit Index for this Registration Statement is at page 5.