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EX-99.1 - EX-99.1 - WESTERN DIGITAL CORPd595590dex991.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 9, 2013

 

 

Western Digital Corporation

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-08703   33-0956711

(State or Other Jurisdiction of

Incorporation or Organization)

  (Commission File Number)   (I.R.S. Employer Identification No.)

 

3355 Michelson Drive, Suite 100

Irvine, California

  92612
(Address of Principal Executive Offices)   (Zip Code)

(949) 672-7000

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 7.01 Regulation FD Disclosure.

On September 9, 2013, Western Digital Corporation, a Delaware corporation (the “Company”), the parent company of HGST, Inc. (“HGST”), issued a press release announcing that it entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Virident Systems, Inc., a Delaware corporation (“Virident”), pursuant to which, and subject to the terms and conditions thereof, Virident will be acquired and become a wholly-owned subsidiary of HGST. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
No.

  

Description

99.1    Press Release issued by Western Digital Corporation on September 9, 2013 announcing acquisition of Virident Systems, Inc.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

   

Western Digital Corporation

(Registrant)

    By:  

/s/ Michael C. Ray

Date: September 9, 2013

      Michael C. Ray
     

Senior Vice President, General Counsel

and Secretary


Exhibit
No.

  

Description

99.1    Press Release issued by Western Digital Corporation on September 9, 2013 announcing acquisition of Virident Systems, Inc.