UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 3, 2017
Western Digital Corporation
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-08703 | 33-0956711 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 5601 Great Oaks Parkway San Jose, California |
95119 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(408) 717-6000
(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 (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
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 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD Disclosure. |
On August 3, 2017, Western Digital Corporation (“Western Digital”) issued a statement regarding its commitment to the success of the three NAND flash-memory joint ventures that Western Digital’s SanDisk subsidiaries operate with Toshiba Corporation.
The press release making this statement is attached hereto 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 |
| 99.1 | Press Release issued by Western Digital Corporation on August 3, 2017 regarding its commitment to the success of the three NAND flash-memory joint ventures that Western Digital’s SanDisk subsidiaries operate with Toshiba Corporation. |
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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: August 3, 2017 |
Michael C. Ray | |||||
| Executive Vice President, Chief Legal Officer and Secretary | ||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE:
Western Digital Reaffirms its Commitment to Making Significant Investments in NAND Flash-
Memory Joint Ventures, including Fab 6 Equipment at the Yokkaichi Facility
SAN JOSE, Calif. — Aug. 3, 2017 — Western Digital Corp. (NASDAQ: WDC) today commented on its commitment to the success of the three NAND flash-memory joint ventures (‘the JVs”) that Western Digital’s SanDisk subsidiaries operate with Toshiba Corporation (“Toshiba”).
Western Digital stated:
Western Digital is steadfast in its commitment to the success of the JVs. We have been in constructive dialogue with Toshiba over several weeks to come to mutually acceptable terms around our planned investment in the JVs, specifically in production equipment to be used at the new fab currently under construction in Yokkaichi, Fab 6. Those discussions are ongoing.
The JV operations are governed by agreements entered into by both partners. The agreements set out a framework for any investment by the partners in NAND manufacturing capacity – such as the investment in equipment for Fab 6. The agreements give us priority to participate in joint investments in Fab 6 equipment through the JVs, and that is exactly what we intend to do.
Our Board of Directors has authorized investments for our share of initial Fab 6 equipment. We remain committed to making continued significant investments in Yokkaichi and the surrounding communities to support the JVs and preserve Yokkaichi as the world’s centerpiece of innovation in memory technology development and manufacturing.
The company also noted that, on Aug. 2, 2017, the California Court of Appeal First Appellate District denied Toshiba’s petition to stay the temporary restraining order (“TRO”) that had been granted in SanDisk’s favor by the Superior Court on July 11, 2017. After a full briefing on the matter, the California Court of Appeal denied Toshiba’s request to stay the TRO prohibiting Toshiba’s lockout. The Court’s
Western Digital Reaffirms its Commitment to Making Significant Investments in NAND Flash-Memory
Joint Ventures, including Fab 6 Equipment at the Yokkaichi Facility
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ruling dissolved the temporary stay of the TRO, which prohibits Toshiba from preventing certain employees from accessing shared databases and servers, and from refusing to ship certain engineering wafers and samples to Western Digital in Milpitas, California.
SanDisk is confident that it will succeed in its claims in arbitration in the ICC International Court of Arbitration.
About Western Digital
Western Digital is an industry-leading provider of storage technologies and solutions that enable people to create, leverage, experience and preserve data. The company addresses ever-changing market needs by providing a full portfolio of compelling, high-quality storage solutions with customer-focused innovation, high efficiency, flexibility and speed. Our products are marketed under the HGST, SanDisk and WD brands to OEMs, distributors, resellers, cloud infrastructure providers and consumers. Financial and investor information is available on the company’s Investor Relations website at investor.wdc.com.
Forward-Looking Statements
This news release contains certain forward-looking statements, including statements concerning the JVs, SanDisk’s rights under the JV agreements, its actions to protect such rights and its commitment to the success of the JVs, and ongoing proceedings with respect to those rights. There are a number of risks and uncertainties that may cause these forward-looking statements to be inaccurate including, among others: uncertainties with respect to the company’s business ventures with Toshiba; volatility in global economic conditions; business conditions and growth in the storage ecosystem; impact of competitive products and pricing; market acceptance and cost of commodity materials and specialized product components; actions by competitors; unexpected advances in competing technologies; our development and introduction of products based on new technologies and expansion into new data storage markets; risks associated with acquisitions, mergers and joint ventures; difficulties or delays in manufacturing; and other risks and uncertainties listed in the company’s filings with the Securities and Exchange Commission (the “SEC”), including the company’s Form 10-Q filed with the SEC on May 8, 2017, to which your attention is directed. You should not place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the company undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstances.
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Western Digital Reaffirms its Commitment to Making Significant Investments in NAND Flash-Memory
Joint Ventures, including Fab 6 Equipment at the Yokkaichi Facility
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Western Digital, WD and SanDisk are registered trademarks or trademarks of Western Digital Corporation or its affiliates in the U.S. and/or other countries. Other trademarks, registered trademarks, and/or service marks, indicated or otherwise, are the property of their respective owners. © 2017 Western Digital Corporation or its affiliates. All rights reserved.
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