UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

~~Washington,~~SECURITIES DCAND ~~20549~~EXCHANGE COMMISSION

~~FORM~~Washington, ~~8-K~~DC 20549

~~CURRENT~~FORM ~~REPORT~~8-K ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~Date~~Current of Report pursuant to Section 13 or 15(~~Date~~d) of the ~~earliest~~Securities ~~event~~Exchange ~~reported):~~Act ~~June 12,~~of ~~2007~~1934

~~KOMAG~~Date of Report (Date of Earliest Event Reported): June 28, ~~INCORPORATED~~ 2007

~~(Exact~~KOMAG, ~~name of registrant as specified in its charter)~~INCORPORATED

California		0-16852		94-2914864
(State of Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

(Exact name of registrant as specified in its charter)

1710 Automation Parkway San Jose, California 95131 (408) 576-2000


California	0-16852	94-2914864
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification Number)

1710 Automation Parkway San Jose, California 95131 (408) 576-2000 (Address, including zip code and telephone number, of principal executive offices)

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):

o		Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item 5.02.~~TABLE ~~Departure~~OF ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~ CONTENTS

~~Renewal~~Item of1.01. ~~Management~~Entry ~~Team~~Into ~~Executive~~a ~~Employment~~Material ~~Agreements~~ Definitive Agreement Item 9.01. Financial Statements and Exhibits Exhibit Index EXHIBIT 2.1

OnTable June 12, 2007, Komag, Incorporated (“Komag”) renewed its employment agreements with members of its Management Team (as defined below). The terms of the new employment agreements are substantially similar to the terms of the existing employment agreements, other than amendments in connection with satisfying the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the renewed term of twenty-four months. Other than the existing employment agreement of Timothy D. Harris, Chief Executive Officer of Komag, which expires on July 31, 2008 and will be superseded by Mr. Harris’ new employment agreement effective on August 1, 2007, the existing employment agreements expire on July 31, 2007 and the new employment agreements will be effective on August 1, 2007. Contents

~~The~~Item 1.01. ~~following~~Entry ~~executive~~Into ~~officers,~~a ~~with~~Material ~~their~~Definitive ~~titles set forth opposite their names (the~~Agreement. ~~“Management Team”), will enter into the new employment agreements:~~

~~Timothy~~Merger ~~D. Harris, Chief Executive Officer; Kathleen A. Bayless, Executive Vice President,~~Agreement Chief Financial Officer and Secretary; Ray L. Martin, Executive Vice President, Customer Sales & Service; Peter S. Norris, Executive Vice President, Strategic Business Development; and Tsutomu T. Yamashita, Executive Vice President and Chief Technology Officer.

AOn ~~summary~~June 28, 2007, Komag, Incorporated (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Western Digital Corporation, a Delaware corporation (“WDC”) and State M Corporation, a Delaware corporation and a wholly owned subsidiary of WDC (the “Offeror”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, the Offeror will commence a cash tender offer (the “Offer”) to purchase all of the ~~new~~Company’s outstanding ~~employment~~shares ~~agreements~~of common stock, par value $0.01 per share (the “Shares”), at a price per share of $32.25, net to the seller in cash, without interest (the “Offer Price”). WDC is ~~set~~a ~~forth~~material ~~below:~~purchaser of media from the Company.

~~Salary~~The ~~and~~Offer ~~Benefits.~~will ~~Each~~be ~~Management~~conditioned ~~Team~~upon, ~~member~~among ~~will~~other bethings, ~~paid~~(1) the anvalid ~~annual~~tender ~~base~~of ~~salary~~the number of ~~which~~Shares ~~has~~that ~~not~~would ~~changed~~represent ~~from~~a ~~their~~majority ~~existing~~of ~~base~~the ~~salaries.~~sum Inof ~~addition,~~(a) all ~~each~~Shares ~~Management~~outstanding ~~Team~~as ~~member~~of the scheduled ~~will~~expiration ~~continue~~of tothe beOffer ~~eligible~~plus (b) all Shares underlying any rights to ~~participate~~acquire inShares ~~Komag~~(including the Company’s ~~Target~~stock ~~Incentive~~options ~~Plan~~but ~~(as~~excluding ~~filed~~the onoutstanding ~~March 7, 2006~~2.125% ~~with~~Convertible ~~the~~Subordinated ~~Securities~~Notes ~~and~~due 2014 ~~Exchange~~of ~~Commission~~the Company) outstanding as ~~Exhibit 10.7.1~~of tothe ~~Komag’s~~scheduled ~~Annual~~expiration ~~Report~~of onthe ~~Form 10-K)~~Offer ~~and~~with ~~will~~an ~~continue~~exercise toprice less bethan ~~entitled~~the toOffer ~~participate~~Price inand ~~Komag’s~~which ~~current~~are ~~employee~~vested ~~benefit~~as ~~plans. Each~~of ~~Management~~the ~~Team~~scheduled ~~member~~expiration ~~will~~of ~~have~~the anOffer ~~individual~~or ~~modifier~~would vest ~~for~~within ~~bonus~~two ~~compensation~~months ~~under~~after the ~~Target~~ ~~Incentive~~scheduled ~~Plan~~expiration ~~which~~of ~~has~~the ~~not~~Offer ~~changed~~and ~~from~~(2) the ~~their~~expiration ~~existing~~or termination ~~individual~~of ~~modifiers~~the ~~for~~required ~~bonus compensation~~waiting period under the ~~Target~~Hart-Scott-Rodino ~~Incentive~~Antitrust ~~Plan~~Improvements Act of 1976.

~~Separation~~Following ~~Benefits.~~the ~~Consistent~~consummation ~~with~~of the ~~existing employment agreements~~Offer, the ~~new employment~~Merger ~~agreements~~Agreement ofprovides ~~all~~for ~~Management~~the ~~Team~~Offeror ~~members~~to ~~other~~merge with ~~than~~and ~~Mr. Harris~~into ~~further~~the ~~provide~~Company, ~~among other~~pursuant ~~benefits,~~to ~~that~~which ifthe ~~their~~Company ~~employment~~will isbecome ~~terminated~~a ~~other~~wholly ~~than~~owned ~~voluntarily~~subsidiary orof WDC ~~for~~(the “~~cause~~Merger”). ~~prior to~~In athe ~~“change~~Merger, ofall ~~control”~~remaining ~~(as~~Shares, ~~such~~other ~~terms~~than ~~are~~such ~~defined~~Shares inheld ~~the~~by stockholders ~~new~~who ~~employment~~have ~~agreements)~~validly orexercised ~~more~~their ~~than six~~appraisal ~~months~~rights ~~following~~under athe ~~change~~Delaware ofGeneral Corporation ~~control~~Law, ~~they~~ will ~~receive~~be ~~(i) a~~cancelled ~~severance~~and ~~amount~~converted ~~equal~~into the right to ~~twelve months~~receive ofthe ~~base~~Offer ~~salary~~Price, ~~(ii) vesting~~or ~~acceleration~~such higher ofamount ~~their~~as ~~outstanding~~may ~~and~~be ~~unvested~~paid ~~non-qualified stock~~for ~~options~~Shares ~~and~~in ~~restricted stock as to~~ the ~~number~~Offer. ofThe ~~shares~~transaction ~~that~~is ~~would~~expected ~~have~~to ~~otherwise~~be ~~vested~~completed ~~through~~in ~~the~~third ~~end~~calendar quarter of ~~the~~2007. ~~twelve~~The ~~month~~boards ~~severance~~of ~~period~~directors ~~commencing~~of ~~with~~each of the ~~date~~Company, ofWDC ~~termination~~and (the ~~“Severance~~Offeror ~~Period”),~~have ~~and~~unanimously ~~(iii) reimbursement~~approved ~~for~~ the ~~cost~~Offer ofand ~~continued~~the ~~coverage~~Merger, ~~under~~on the ~~Consolidated~~ ~~Omnibus~~terms ~~Budget~~and ~~Reconciliation~~subject ~~Act~~to ~~(“COBRA”) through~~ the conditions ~~end~~set offorth in the Merger Agreement.

~~Severance~~The ~~Period,~~parties ~~less~~have ~~the~~agreed ~~portion~~that ofif, ~~the~~following ~~cost~~ the ~~Management~~consummation ~~Team~~of ~~members would continue to pay for continued coverage under COBRA through~~ the ~~Severance Period if they were still employed by Komag. Under Mr. Harris’ new employment agreement~~Offer, ifWDC ~~Mr. Harris’ employment terminates other than voluntarily~~ or ~~for~~any ~~cause~~direct ~~prior to a change of control~~ or indirect ~~more~~subsidiary ~~than six months following a change~~ of ~~control~~ WDC, ~~Mr. Harris~~owns ~~will~~at ~~continue~~least to90% ~~receive (i) a severance amount equal to twenty-four months~~ of ~~base~~ ~~salary,~~the ~~(ii) vesting acceleration of his~~ outstanding ~~and~~Shares, ~~unvested~~the ~~non-qualified~~Merger ~~stock~~will ~~options~~be ~~and~~completed ~~restricted~~without ~~stock~~a asmeeting toof the ~~number~~Company’s ofstockholders, ~~shares~~in ~~that~~accordance ~~would~~with ~~have~~Delaware’s ~~otherwise vested through the end of~~short-form ~~the~~merger ~~twenty-four~~statute. ~~month~~The ~~severance~~Merger ~~period~~Agreement ~~commencing~~grants ~~with~~ the ~~date~~Offeror ofan ~~termination~~irrevocable ~~(the “Harris Severance Period”)~~option, ~~and~~exercisable ~~(iii) reimbursement for the cost of continued coverage under the~~after ~~Consolidated~~consummation ~~Omnibus Budget Reconciliation Act (“COBRA”) through the end~~ of the ~~Harris~~Offer ~~Severance Period~~subject ~~(or~~to ~~eighteen~~certain ~~months,~~conditions ifand ~~necessary~~limitations, to ~~avoid~~purchase ~~taxation~~a ~~under~~number ~~Section 409A), less the portion~~ of Shares ~~the~~from ~~cost Mr. Harris would continue to pay for continued coverage under COBRA through~~ the ~~Severance~~ ~~Period~~Company ifat ~~Mr. Harris was still employed by Komag. Further, if~~ a ~~Management~~price ~~Team~~per ~~member’s employment~~share ~~terminates~~equal ~~other~~to ~~than voluntarily or for cause within six months following~~ the ~~consummation~~ ofOffer aPrice, ~~change of control~~that, ~~the~~when ~~Management~~added ~~Team member will continue~~ to ~~receive~~ the ~~benefits~~shares ~~described~~directly inor ~~the~~indirectly ~~previous~~owned ~~sentences~~by WDC, ~~plus~~would anequal ~~additional~~one ~~cash~~share ~~payment~~more ~~based~~than on90% ~~target incentive bonus amounts; provided, however, that vesting~~ of ~~outstanding~~the ~~and unvested non-qualified~~outstanding ~~stock options and restricted stock shall be accelerated in full~~Shares.

~~Section 280G.~~The ~~Consistent~~Merger ~~with~~Agreement ~~the~~contains ~~existing employment agreements~~representations, ifwarranties ~~any~~and ~~payments~~covenants ~~or benefits provided for in the new employment agreements result in the imposition~~ of ~~an excise tax as a result of~~ the ~~payments~~Company, ~~or benefits exceeding limits imposed by Section 280G of~~ the ~~Internal~~Offeror ~~Revenue~~and ~~Code of 1986~~WDC, asincluding ~~amended~~among ~~(“Section 280G”)~~others, ~~then~~covenants the Management Team members would receive a tax restoration payment in an amount that would place them in the same after-tax position in which they would have been but for the imposition of the excise tax. However, if the amount of the payments and benefits to be received by the ~~Management~~Company ~~Team~~concerning ~~members is less than~~ the ~~product obtained~~conduct ~~by multiplying 3.59 by each Management Team member’s “base amount” within the meaning~~ of ~~Section 280G,~~ ~~then~~its ~~the~~business ~~payments and benefits provided for~~ in ~~the new employment agreements will be~~ ~~reduced to~~ the ~~extent~~ordinary ~~such~~course ~~that~~during ~~no portion of such payments or benefits would be subject to~~ the ~~excise~~ ~~tax~~interim ~~imposed by Section 280G.~~period

Non-Solicitation.Table The new employment agreements will continue to include a non-solicitation clause prohibiting for a period of twelve months following termination of employment, the inducement or encouragement of any employee or customer of Komag to terminate his or her employment with Komag or customer relationship with Komag. Contents

~~Mr. Harris’~~between ~~new~~the ~~employment~~execution ~~agreement~~of the Merger Agreement and athe ~~form~~consummation of the ~~new~~Merger. ~~Management~~The ~~Team~~closing ~~employment~~of ~~agreements~~the ~~will~~Merger beis ~~filed~~subject asto anclosing ~~exhibit~~conditions, toincluding ~~Komag’s~~approval ~~Form~~of ~~10-Q~~the ~~for~~Merger by the ~~second~~remaining stockholders ~~quarter~~ of ~~2007~~the Company, if required.

~~SIGNATURES~~Also on June 28, 2007, WDC obtained a debt financing commitment of up to $1.25 billion for the transactions contemplated by the Merger Agreement, including payment of the consideration payable to the Company’s stockholders in the Offer and the Merger (including to holders of the Company’s stock options and other equity incentives). Consummation of the Offer and the Merger are not subject to a financing condition.

~~Pursuant~~The foregoing descriptions of the Merger Agreement and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the ~~requirements~~Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by this reference. The Merger Agreement, which has been included to provide investors with information regarding its terms and is not intended to provide any other factual information about the ~~Securities~~Company ~~Exchange~~or ~~Act~~WDC, contains representations and warranties of ~~1934~~each of the Company, WDC and the ~~Registrant~~Offeror. ~~has~~The ~~duly~~assertions embodied ~~caused~~in ~~this~~those ~~report~~representations and warranties were made for purposes of the Merger Agreement and are subject to bequalifications ~~signed~~and limitations agreed to by the respective parties in connection with negotiating the terms of the Merger Agreement, including information contained in confidential disclosure schedules that the parties exchanged in connection with signing the Merger Agreement. Accordingly, investors and security holders should not rely on ~~its~~such ~~behalf~~representations and warranties as characterizations of the actual state of facts or circumstances, since they were only made as of a specific date and are modified in important part by the ~~undersigned~~underlying ~~hereunto~~disclosure ~~duly~~schedules. In ~~authorized~~addition, certain representations and warranties may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, or may have been used for purposes of allocating risk between the respective parties rather than establishing matters of fact. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s or WDC’s public disclosures.

	Komag, Incorporated (Registrant)
Dated: June 12, 2007	By:	/s/ Kathleen A. Bayless
		Kathleen A. Bayless
		Executive Vice President, Chief Financial Officer

Forward-Looking Statements

This document contains forward-looking statements that are subject to certain risks and uncertainties and are subject to change at any time. Factors that could cause actual results to differ materially include, but are not limited to, costs related to the proposed tender offer and merger, the risk of failing to meet the minimum tender condition or obtain any required stockholder or regulatory approvals or satisfy other conditions to the transaction, the risk that the transaction will not close or that closing will be delayed, the risk that our business will suffer due to uncertainty related to the transaction and other risks related to our business set forth in our filings with the Securities and Exchange Commission, including the Company’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2007. There can be no assurance that the tender offer and second-step merger or any other transaction will be consummated. The forward-looking statements involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control. We caution

investors that any forward-looking statements made by us are not guarantees of future performance or events. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions to any of the forward-looking statements to reflect future events or developments, except to the extent required by law.

Additional Information

The tender offer for the outstanding common stock of the Company has not yet commenced. This document is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of the Company’s common stock will be made only pursuant to an offer to purchase and related materials that WDC intends to file with the SEC on Schedule TO. The Company also intends to file a solicitation/recommendation statement on Schedule 14D-9 with respect to the offer. The stockholders and other investors should read these materials carefully because they contain important information, including the terms and conditions of the offer. The Company’s stockholders and other investors will be able to obtain copies of these materials without charge from the SEC through the SEC’s website at www.sec.gov, from the Information Agent named in the tender offer documents, from WDC (with respect to documents filed by WDC with the SEC), or from the Company (with respect to documents filed by the Company with the SEC).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is filed as part of this report.

Exhibit 2.1

Agreement and Plan of Merger, dated as of June 28, 2007, by and among Western Digital Corporation, State M Corporation and Komag, Incorporated.

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 hereunto duly authorized.


	Komag, Incorporated (Registrant)
Dated: June 29, 2007	By:	/s/ Kathleen A. Bayless
		Kathleen A. Bayless
		Executive Vice President, Chief Financial Officer

Exhibit Index


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of June 28, 2007, by and among Western Digital Corporation, State M Corporation and Komag, Incorporated.

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