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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/03/13 Western Digital Corp 10-Q 3/29/13 69:5.2M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 661K
2: EX-10.1 Material Contract HTML 32K
3: EX-10.2 Material Contract HTML 32K
4: EX-18.1 Letter re: Change in Accounting Principles HTML 23K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 27K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 27K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 22K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 22K
46: R1 Document and Entity Information HTML 43K
36: R2 Condensed Consolidated Balance Sheets HTML 119K
44: R3 Condensed Consolidated Balance Sheets HTML 49K
(Parenthetical)
48: R4 Condensed Consolidated Statements of Income HTML 96K
63: R5 Condensed Consolidated Statements of Comprehensive HTML 56K
Income
38: R6 Condensed Consolidated Statements of Cash Flows HTML 144K
43: R7 Basis of Presentation HTML 29K
33: R8 Supplemental Financial Statement Data HTML 53K
25: R9 Income per Common Share HTML 46K
64: R10 Debt HTML 30K
50: R11 Legal Proceedings HTML 42K
49: R12 Income Taxes HTML 35K
54: R13 Fair Value Measurements HTML 80K
55: R14 Foreign Exchange Contracts HTML 56K
53: R15 Stock-Based Compensation HTML 83K
56: R16 Pensions and Other Post-retirement Benefit Plans HTML 42K
45: R17 HGST Acquisition HTML 48K
47: R18 Employee Termination Benefits and Other Charges HTML 49K
52: R19 Recent Accounting Pronouncements HTML 28K
69: R20 Basis of Presentation (Policies) HTML 25K
59: R21 Supplemental Financial Statement Data (Tables) HTML 53K
40: R22 Income per Common Share (Tables) HTML 42K
51: R23 Fair Value Measurements (Tables) HTML 67K
42: R24 Foreign Exchange Contracts (Tables) HTML 47K
19: R25 Stock-Based Compensation (Tables) HTML 70K
60: R26 Pensions and Other Post-retirement Benefit Plans HTML 39K
(Tables)
66: R27 HGST Acquisition (Tables) HTML 36K
29: R28 Employee Termination Benefits and Other Charges HTML 47K
(Tables)
28: R29 Supplemental Financial Statement Data - HTML 57K
Inventories; Property, Plant and Equipment; and
Other Intangible Assets (Detail)
31: R30 Supplemental Financial Statement Data - Additional HTML 29K
Information (Detail)
32: R31 Supplemental Financial Statement Data - Changes in HTML 38K
Accrual Warranty (Detail)
34: R32 Income per Common Share - Computation of Basic and HTML 64K
Diluted Income Per Common Share (Detail)
18: R33 Debt - Additional Information (Detail) HTML 57K
57: R34 Legal Proceedings - Additional Information HTML 31K
(Detail)
39: R35 Income Taxes - Additional Information (Detail) HTML 46K
41: R36 Fair Value Measurements - Financial Assets and HTML 61K
Liabilities Measured at Fair Value on Recurring
Basis (Detail)
22: R37 Fair Value Measurements - Additional Information HTML 23K
(Detail)
68: R38 Foreign Exchange Contracts - Additional HTML 31K
Information (Detail)
15: R39 Foreign Exchange Contracts - Fair Value and HTML 30K
Balance Sheet Location of Contracts (Detail)
35: R40 Foreign Exchange Contracts - Gains (Losses) of HTML 31K
Derivatives in Cash Flow Hedging Relationships
(Detail)
62: R41 Stock-Based Compensation - Additional Information HTML 79K
(Detail)
21: R42 Stock-Based Compensation - Stock Option Activity HTML 76K
(Detail)
27: R43 Stock-Based Compensation - Restricted Stock Units HTML 56K
(Detail)
30: R44 Stock-Based Compensation - Fair Value of Stock HTML 46K
Options Granted (Detail)
37: R45 Pensions and Other Post-retirement Benefit Plans - HTML 29K
Additional Information (Detail)
17: R46 Pensions and Other Post-retirement Benefit Plans - HTML 33K
Unfunded Status of Benefit Obligations and Plan
Assets (Detail)
24: R47 Pensions and Other Post-retirement Benefit Plans - HTML 38K
Unfunded Amounts Recognized on Consolidated
Balance Sheet (Detail)
16: R48 Hgst Acquisitions - Additional Information HTML 57K
(Detail)
61: R49 Hgst Acquisitions - Purchase Price of Business HTML 28K
Combination (Detail)
20: R50 Hgst Acquisitions - Purchase Price Allocation HTML 61K
(Detail)
58: R51 Employee Termination Benefits and Other Charges - HTML 24K
Additional Information (Detail)
23: R52 Employee Termination Benefits and Other Charges - HTML 38K
Schedule of Employee Termination Benefits and
Other Charges (Detail)
67: XML IDEA XML File -- Filing Summary XML 102K
26: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 664K
9: EX-101.INS XBRL Instance -- wdc-20130329 XML 1.05M
11: EX-101.CAL XBRL Calculations -- wdc-20130329_cal XML 187K
12: EX-101.DEF XBRL Definitions -- wdc-20130329_def XML 277K
13: EX-101.LAB XBRL Labels -- wdc-20130329_lab XML 1.01M
14: EX-101.PRE XBRL Presentations -- wdc-20130329_pre XML 621K
10: EX-101.SCH XBRL Schema -- wdc-20130329 XSD 155K
65: ZIP XBRL Zipped Folder -- 0001193125-13-199322-xbrl Zip 122K
| EX-10.1 |
Exhibit 10.1
AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT
This Amendment No. 1 to Investor Rights Agreement (this “Amendment No. 1”) is made this 5th day of February, 2013, by and among Western Digital Corporation, a Delaware corporation (the “Company”), and Hitachi, Ltd., a company incorporated under the laws of Japan (the “Investor”) (each, a “Party” and, collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Investor Rights Agreement (as defined below).
WHEREAS, the Parties entered into an Investor Rights Agreement as of March 8, 2012 (the “Investor Rights Agreement”); and
WHEREAS, the Parties desire to amend the Investor Rights Agreement as reflected herein.
NOW, therefore, in exchange for good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:
| 1. | Section 4.01(a) of the Investor Rights Agreement. The first sentence of Section 4.01(a) of the Investor Rights Agreement is hereby amended and restated in its entirety to read as follows. For clarity, the balance of Section 4.01(a) is unchanged. |
“On or before August 28, 2013 (the “Shelf Date”), so long as the Company is eligible to do so, the Company shall file with the SEC a Registration Statement providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415 under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC, of all of the Registrable Securities; provided that such obligation shall be satisfied if the Company shall have in effect an automatically effective shelf registration statement on Form S-3ASR (or any comparable or successor form or forms then in effect) (an “Existing Shelf Registration Statement”) as of the Shelf Date (any such registration statement, a “Shelf Registration Statement”) that covers resale of the Registrable Securities; provided, further, that, for the avoidance of doubt, the existence of an Existing Shelf Registration Statement shall not have any effect on the restrictions set forth in Section 3.03.”
| 2. | Section 4.02(a) of the Investor Rights Agreement. The first sentence of Section 4.02(a) of the Investor Rights Agreement is hereby amended and restated in its entirety to read as follows. For clarity, the balance of Section 4.02(a) is unchanged. |
“At any time following the Shelf Date, if the Company is unable to file, cause to be effective or maintain the effectiveness of a Shelf Registration Statement as required under Section 4.01, the Investor shall have the right, by delivering a written notice to the Company (a “Demand Notice”), to require the Company to register under and in accordance with the provisions of the Securities Act the number of Registrable Securities Beneficially Owned by the Investor and requested by such Demand Notice to be so registered (a “Demand Registration”); provided, however, that the Company shall not be required to effect more than three (3) Demand Registrations for underwritten offerings pursuant to this Section 4.02(a); provided, further, that the Investor shall not be entitled to deliver to the Company more than two (2) Demand Registrations in any twelve (12) month period; and provided, further, that a Demand Registration may not be made until at least one hundred and twenty (120) days after the date of a prior Demand Registration, and, in any event, a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by the Investor is reasonably expected to result in aggregate gross cash proceeds in excess of Fifty Million Dollars ($50,000,000) (without regard to any underwriting discount or commission); and provided, further, that the Investor shall not be entitled to request more than three (3) Company Supported Distributions in the aggregate (including underwritten Demand Registrations).”
| 3. | Effect on the Investor Rights Agreement. This Amendment No. 1 shall not constitute a waiver, amendment or modification of any provision of the Investor Rights Agreement not expressly referred to herein. Except as expressly amended or modified herein, the provisions of the Investor Rights Agreement are and shall remain in full force and effect and are hereby ratified and confirmed. On and after the date hereof, each reference in the Investor Rights Agreement to “this Agreement”, “herein”, “hereof”, “hereunder” or words of similar import shall mean and be a reference to the Investor Rights Agreement as amended hereby, although it shall not alter the dates as of which any provision of the Investor Rights Agreement speaks. For example, phrases such as “as of the date hereof” and “as of the date of this Agreement” shall continue to refer to March 8, 2012, the date that the Investor Rights Agreement was originally executed. To the extent that a provision of this Amendment No. 1 conflicts with or differs from a provision of the Investor Rights Agreement, such provision of this Amendment No. 1 shall prevail and govern for all purposes and in all respects. |
| 4. | Miscellaneous. Sections 6.01, 6.04, 6.05, 6.07, 6.10, 6.13 and 6.14 of the Investor Rights Agreement are incorporated herein by reference. |
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 1 to be duly executed by their respective authorized officers on the day and year first above written.
| “COMPANY” | ||
| WESTERN DIGITAL CORPORATION | ||
| By: | /s/ Wolfgang Nickl | |
| Wolfgang Nickl | ||
| Executive Vice President And Chief Financial Officer | ||
| “INVESTOR” | ||
| HITACHI, LTD. | ||
| By: | /s/ Toyoki Furuta | |
| Toyoki Furuta | ||
| General Manager Business Development Office | ||
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 8/28/13 | ||||
| Filed on: | 5/3/13 | 4 | ||
| For Period end: | 3/29/13 | 8-K/A | ||
| 3/8/12 | 3 | |||
| List all Filings | ||||