1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 5, 2001 REGISTRATION NO. 333-52463 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------- WESTERN DIGITAL CORPORATION (Exact name of Registrant as specified in its charter) DELAWARE 33-0956711 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 20511 LAKE FOREST DRIVE LAKE FOREST, CALIFORNIA 92630 (949) 672-7000 (Address, including zip code, and telephone number, including area code, of Registrant's Principal Executive Offices) ------------------------- MICHAEL A. CORNELIUS WESTERN DIGITAL CORPORATION 20511 LAKE FOREST DRIVE LAKE FOREST, CALIFORNIA 92630 (949) 672-7000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------- COPY TO: RONALD S. BEARD GIBSON, DUNN & CRUTCHER LLP 4 PARK PLAZA IRVINE, CALIFORNIA 92614 (949) 451-3800 ------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: Not applicable. ------------------------- If any of the securities being registered on this form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, 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, please check the following box and list the Securities 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(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]_________________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] ================================================================================
2 DEREGISTRATION OF SECURITIES By means of this Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (Registration No. 333-52463) (the "Registration Statement") of Western Digital Corporation, a Delaware corporation (the "Registrant"), filed with the Securities and Exchange Commission on May 12, 1998, registering $1,297,200,000 aggregate principal amount at maturity of Zero Coupon Convertible Subordinated Debentures due 2018 of the Registrant (the "Debentures") and 19,373,682 shares of common stock, par value $0.01 per share of the Registrant (the "Common Stock") issuable upon conversion thereof, the Registrant hereby deregisters all shares of the Common Stock and the Debentures unsold under the Registration Statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, State of California, on March 29, 2001. WESTERN DIGITAL CORPORATION By: /s/ MATTHEW E. MASSENGILL ------------------------------------- Matthew E. Massengill President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Form S-3 Registration Statement has been signed below by the following persons in the capacities indicated on March 29, 2001. SIGNATURE TITLE --------- ----- /s/ MATTHEW E. MASSENGILL President and Chief Executive Officer - ------------------------------------------ (Principal Executive Officer) and Director Matthew E. Massengill /s/ TERESA A. HOPP Senior Vice President, and Chief Financial Officer - ------------------------------------------ (Principal Financial and Accounting Officer) Teresa A. Hopp /s/ THOMAS E. PARDUN Chairman of the Board - ------------------------------------------ Thomas E. Pardun * Director - ------------------------------------------ Peter D. Behrendt * Director - ------------------------------------------ I. M. Booth /s/ KATHLEEN A. COTE Director - ------------------------------------------ Kathleen A. Cote /s/ HENRY T. DeNERO Director - ------------------------------------------ Henry T. DeNero /s/ ROGER H. MOORE Director - ------------------------------------------ Roger H. Moore *By: /s/ MICHAEL A. CORNELIUS ------------------------------------- Michael A. Cornelius as attorney-in-fact