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): June 27, 2019
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, $.01 Par Value Per Share | WDC | The Nasdaq Stock Market LLC (Nasdaq Global Select Market) | ||
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. |
Western Digital Corporation (the “Company”) issued a press release on June 27, 2019 announcing an unexpected power outage that occurred in the Yokkaichi region in Japan, affecting production operations at the flash fabrication facilities operated by the Company’s joint venture partner, Toshiba Memory Corporation. The press release making this announcement 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 June 27, 2019. |
2
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 |
|||
| Michael C. Ray | ||||
| Executive Vice President, Chief Legal Officer and Secretary |
||||
Date: June 27, 2019
Exhibit 99.1
Western Digital Comments on Power Outage in Yokkaichi Region and
Impact to Yokkaichi Fab Operations
Majority of Wafer Impact Expected to be Contained in the
First Fiscal Quarter of 2020
SAN JOSE, CA – June 27, 2019 – Western Digital Corp. (NASDAQ: WDC) announced that on Saturday, June 15, an unexpected power outage occurred in the Yokkaichi region in Japan, affecting production operations at the flash fabrication facilities operated by the company’s joint venture partner, Toshiba Memory Corporation. The power outage impacted both the facilities and process tools and Western Digital is working closely with its joint venture partner to bring the facilities back to normal operational status as quickly as possible.
Western Digital continues to assess the impact of this event. The company currently expects the incident will result in a reduction of Western Digital’s flash wafer availability of approximately 6 exabytes, the majority of which is expected to be contained in the first quarter of fiscal year 2020.
About Western Digital
Western Digital creates environments for data to thrive. As a leader in data infrastructure, the company is driving the innovation needed to help customers capture, preserve, access and transform an ever-increasing diversity of data. Everywhere data lives, from advanced data centers to mobile sensors to personal devices, our industry-leading solutions deliver the possibilities of data. Western Digital data-centric solutions are comprised of the Western Digital®, G-Technology™, SanDisk® and WD® brands.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements concerning the size of the wafer availability reduction and the timing of such reduction. These forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. The actual size of the wafer availability reduction or timing of such reduction may differ from management’s current expectations as a result of: updated assessments of the impact to production operations; difficulties in completing the actions required to resume normal operations at the flash fabrication facilities; and other developments that may affect the timing of resumption of normal operations at the flash fabrication facilities. Other risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements include: volatility in global economic conditions; business conditions and growth in the storage ecosystem; impact of
restructuring activities and cost saving initiatives; 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; the 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; the outcome of legal proceedings; 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 7, 2019, 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 new information or events.
###
Western Digital, the Western Digital logo, G-Technology, SanDisk and WD are registered trademarks or trademarks of Western Digital Corporation or its affiliates in the U.S. and/or other countries. All other marks are the property of their respective owners.
Western Digital Contacts:
Jim Pascoe
Western Digital Media Relations
+1.408.717.6999
jim.pascoe@wdc.com
Peter Andrew
Western Digital Investor Relations
+1.949.672.9655
peter.andrew@wdc.com