WDC » Topics » Stock Purchase Rights

These excerpts taken from the WDC 10-K filed Aug 20, 2008.
Stock Purchase Rights
 
In 1989, the Company implemented a plan to protect shareholders’ rights in the event of a proposed takeover of the Company. Under the plan, each share of the Company’s outstanding common stock carried one Right to Purchase Series A Junior Participating Preferred Stock (the “Right”). The Right enabled the holder, under certain circumstances, to purchase common stock of Western Digital or of an acquiring company at a substantially discounted price ten days after a person or group publicly announces it has acquired or has tendered an offer for 15% or more of the Company’s outstanding common stock. On September 10, 1998, the Company’s Board of Directors approved the adoption of a new Rights plan to replace the previous plan, which expired in September 1998. The Rights under the 1998 plan were similar to the rights under the 1989 plan except they were redeemable by the Company at $.01 per Right and expired in 2008. In connection with the establishment of a holding company structure on April 6, 2001, the Company terminated the Rights under the 1998 plan and adopted a new Rights plan. The 2001 plan is similar to the terminated 1998 plan, except that the exercise price was reduced from $150.00 to $50.00 per share and the expiration date for the 2001 Rights plan was extended to April 2011.
 
Stock
Purchase Rights



 



In 1989, the Company implemented a plan to protect
shareholders’ rights in the event of a proposed takeover of
the Company. Under the plan, each share of the Company’s
outstanding common stock carried one Right to Purchase
Series A Junior Participating Preferred Stock (the
“Right”). The Right enabled the holder, under certain
circumstances, to purchase common stock of Western Digital or of
an acquiring company at a substantially discounted price ten
days after a person or group publicly announces it has acquired
or has tendered an offer for 15% or more of the Company’s
outstanding common stock. On September 10, 1998, the
Company’s Board of Directors approved the adoption of a new
Rights plan to replace the previous plan, which expired in
September 1998. The Rights under the 1998 plan were similar to
the rights under the 1989 plan except they were redeemable by
the Company at $.01 per Right and expired in 2008. In connection
with the establishment of a holding company structure on
April 6, 2001, the Company terminated the Rights under the
1998 plan and adopted a new Rights plan. The 2001 plan is
similar to the terminated 1998 plan, except that the exercise
price was reduced from $150.00 to $50.00 per share and the
expiration date for the 2001 Rights plan was extended to April
2011.


 




This excerpt taken from the WDC 10-K filed Aug 28, 2007.
Stock Purchase Rights
 
In 1989, the Company implemented a plan to protect shareholders’ rights in the event of a proposed takeover of the Company. Under the plan, each share of the Company’s outstanding common stock carried one Right to Purchase Series A Junior Participating Preferred Stock (the “Right”). The Right enabled the holder, under certain circumstances, to purchase common stock of Western Digital or of an acquiring company at a substantially discounted price ten days after a person or group publicly announces it has acquired or has tendered an offer for 15% or more of the Company’s outstanding common stock. On September 10, 1998, the Company’s Board of Directors approved the adoption of a new Rights plan to replace the previous plan, which expired in September 1998. The Rights under the 1998 plan were similar to the rights under the 1989 plan except they were redeemable by the Company at $.01 per Right and expired in 2008. In connection with the establishment of a holding company structure on April 6, 2001, the Company terminated the Rights under the 1998 plan and adopted a new Rights plan. The 2001 plan is similar to the terminated 1998 plan, except that the exercise price was reduced from $150.00 to $50.00 per share and the expiration date for the 2001 Rights plan was extended to April 2011.
 
Note 9.   Income Taxes
 
This excerpt taken from the WDC 10-K filed Nov 20, 2006.
Stock Purchase Rights
 
In 1989, the Company implemented a plan to protect shareholders’ rights in the event of a proposed takeover of the Company. Under the plan, each share of the Company’s outstanding common stock carried one Right to Purchase Series A Junior Participating Preferred Stock (the “Right”). The Right enabled the holder, under certain circumstances, to purchase common stock of Western Digital or of an acquiring company at a substantially discounted price ten days after a person or group publicly announces it has acquired or has tendered an offer for 15% or more of the Company’s outstanding common stock. On September 10, 1998, the Company’s Board of Directors approved the adoption of a new Rights plan to replace the previous plan, which expired in September 1998. The Rights under the 1998 plan were similar to the rights under the 1989 plan except they were redeemable by the Company at $.01 per Right and expired in 2008. In connection with the establishment of a holding company structure on April 6, 2001, the Company terminated the Rights under the 1998 plan and adopted a new Rights plan. The 2001 plan is similar to the terminated 1998 plan, except that the exercise price was reduced from $150.00 to $50.00 per share and the expiration date for the 2001 Rights plan was extended to April 2011.
 
Note 9.   Western Digital Corporation 401(k) Plan
 
Effective July 1, 1991, the Company adopted the Western Digital Corporation 401(k) Plan (the “Plan”) formerly known as the Western Digital Corporation Retirement Savings and Profit Sharing Plan. The Plan covers substantially all domestic employees, subject to certain eligibility requirements. The Company may make annual contributions to the


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Table of Contents

WESTERN DIGITAL CORPORATION
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Plan at the discretion of the Board of Directors. For 2006, 2005 and 2004 the Company made contributions to the Plan of $3.6 million, $3.0 million and $2.9 million, respectively.
 
Note 10.   Business Segment, International Operations and Major Customers
 
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