WESTERN DIGITAL CORP
FORM S-4(Securities Registration: Business Combination)
Address 3355 MICHELSON DRIVESUITE 100IRVINE, CA 92612
Telephone 9496727000CIK 0000106040
Symbol WDCSIC Code 3572 - Computer Storage Devices
Industry Computer Storage DevicesSector Technology
Fiscal Year 06/28
http://www.edgar-online.com Copyright 2015, EDGAR Online, Inc. All Rights Reserved.
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As filed with the Securities and Exchange Commission on December 11, 2015Registration No. 333-
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-4REGISTRATION STATEMENT
WESTERN DIGITAL CORPORATION(Exact Name of Registrant as Specified in Its Charter)
Delaware 3577 33-0956711(State or Other Jurisdiction of
Incorporation or Organization) (Primary Standard IndustrialClassification Code Number)
(I.R.S. EmployerIdentification Number)
3355 Michelson Drive, Suite 100Irvine, California 92612
(949) 672-7000(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Michael C. Ray, Executive Vice President, Chief Legal Officer and Secretary3355 Michelson Drive, Suite 100
Irvine, California 92612(949) 672-7000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Neil Q. WhoriskeyMatthew P. Salerno
Cleary Gottlieb Steen &Hamilton LLP
One Liberty PlazaNew York, NY 10006Tel.: (212) 225-2000Fax: (212) 225-3999
Mark BrazealChief Legal Officer and Senior
Vice President, IP Licensing
SanDisk Corporation951 SanDisk Drive
Milpitas, California 95035Tel.: (408) 801-1000
Kenton J. KingAmr Razzak
Skadden, Arps, Slate,Meagher & Flom LLP525 University Avenue
Palo Alto, CA 94301Tel.: (650) 470-4500Fax: (650) 470-4570
Approximate date of commencement of proposed sale to public: As soon as practicable after the effectiveness of this registration statement and thesatisfaction or waiver of all other conditions to the transactions described herein.
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with GeneralInstruction G, 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, check the following box and list theSecurities 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(d) under the Securities Act, check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering.
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See thedefinitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
CALCULATION OF REGISTRATION FEE
Title of Each Class ofSecurities to be Registered (1)
Offering Priceper Unit
Offering Price (3) Amount of
Registration Fee (4)Common Stock, par value $0.01 per share 68,135,118 N/A $4,353,152,689.02 $438,362.48(1) This Registration Statement relates to common stock, par value $0.01 per share, of Western Digital Corporation which we refer to as Western Digital, issuable to holders of
common stock, par value $0.001 per share of SanDisk Corporation, a Delaware corporation, which we refer to as SanDisk, in the proposed Merger of Schrader AcquisitionCorporation, a Delaware corporation and an indirect wholly owned subsidiary of Western Digital, which we refer to as Merger Sub, with and into SanDisk.
(2) Based on the maximum number of shares of the registrants common stock to be issued in connection with the Merger, calculated as the sum of (a) the product of(i) 200,919,592 shares of SanDisk common stock outstanding as of December 4, 2015 (other than shares owned by Western Digital, SanDisk or any of their respectivesubsidiaries) and (ii) the Alternate Exchange Ratio of 0.2387 shares of Western Digital common stock for each share of SanDisk common stock; (b) the product of(i) 9,766,785 shares of SanDisk common stock issuable pursuant to SanDisk equity awards outstanding as of December 4, 2015 (which upon consummation of the Mergerwill be converted into equity awards in respect of Western Digital common stock) and (ii) the rollover exchange ratio estimated as of December 4, 2015 of 1.1855 (equal tothe volume weighted average price of SanDisk common stock, as reported by the NASDAQ Stock Market LLC, which we refer to as NASDAQ, for the five-trading dayperiod ended December 4, 2015 ($74.85), divided by the volume weighted average price of Western Digital common stock, as reported by NASDAQ, for the five-tradingday period ended December 4, 2015 ($63.14); and (c) the product of (i) 36,016,286 (representing shares of SanDisk common stock potentially issuable upon conversion ofSanDisks outstanding convertible notes) and (ii) the Alternate Exchange Ratio of 0.2387 shares of Western Digital common stock for each share of SanDisk common stock.
(3) Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended, which we refer to as the SecuritiesAct, and calculated pursuant to Rule 457(f) under the Securities Act. Pursuant to Rule 457(f)(1) under the Securities Act, the proposed maximum aggregate offering price ofthe registrants common stock was calculated based upon the market value of shares of SanDisk common stock (the securities to be cancelled in the Merger) in accordancewith Rule 457(c) under the Securities Act as follows: the product of (i) $63.89, the average of the high and low prices per share of Western Digital common stock onDecember 4, 2015, as reported on NASDAQ, multiplied by (ii) 68,135,118 the maximum number of shares of the registrants common stock to be issued in connection withthe Merger.
(4) Calculated as follows: the product of $4,353,152,689.02, the proposed maximum aggregate offering price for the shares of Western Digital common stock registeredpursuant to this registration statement multiplied by 0.0001007.
If, as a result of stock splits, stock dividends or similar transactions, the number of securities purported to be registered on the registration statement changes,the provisions of Rule 416 shall apply to the registration statement.
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a)of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), maydetermine.
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The information in this joint proxy statement/prospectus is subject to completion and amendment. A registration statement relating to the securities described in this joint proxy statement/prospectus has been filed with theSecurities and Exchange Commission. These securities may not be sold nor may offers to buy these securities be accepted prior to the time the registration statement becomes effective. This joint proxy statement/prospectusshall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration underthe securities laws of any such jurisdiction.
SUBJECT TO COMPLETION, DATED DECEMBER 11, 2015PRELIMINARY COPY
JOINT PROXY STATEMENT/PROSPECTUS PROPOSED TRANSACTIONYOUR VOTE IS VERY IMPORTANTDear Stockholders:
Western Digital Corporation, which we refer to as Western Digital, Schrader Acquisition Corporation, an indirect subsidiary of Western Digital, which we refer to as Merger Sub, andSanDisk Corporation, which we refer to as SanDisk, have entered into an agreement and plan of merger, dated as of October 21, 2015 (the Merger Agreement). Merger Sub is a direct whollyowned subsidiary of Western Digital Technologies, Inc. (WDT), which is a wholly owned subsidiary of Western Digital. Pursuant to the Merger Agreement, Merger Sub will merge with andinto SanDisk (the Merger), with SanDisk continuing as the Surviving Corporation (as defined in TheMergerAgreementTheMerger) of the Merger as a direct wholly owned subsidiary ofWDT. Upon successful completion of the Merger, each issued and outstanding share of common stock, par value $0.001 per share, of SanDisk, other than any shares owned by Western Digital,SanDisk or any of their respective subsidiaries, will be converted into t