8-KOther Events

WESTERN DIGITAL CORP 8-K Report, Temporary Suspension of Trading Under Employee Benefit Plans (Nov 20, 2006)

Filed November 20, 2006For Securities:WDC

Summary

This 8-K filing from Western Digital Corporation (WDC), dated November 20, 2006, primarily announces the termination of a temporary trading suspension for its directors and executive officers. This restriction, imposed on November 1, 2006, under Section 306(a) of the Sarbanes-Oxley Act (SOX) and Regulation BTR, was linked to the company's delay in filing its Form 10-K for the fiscal year ended June 30, 2006. The filing confirms that the company has now filed its Form 10-K. Consequently, the trading restriction on insiders will expire on November 21, 2006. This coincides with the reinstatement of employees' ability to purchase company stock through the 401(k) plan. Investors should note that while insider trading restrictions are lifted, executives and directors must still comply with applicable legal requirements and insider trading policies.

Key Highlights

  • 1Western Digital Corporation (WDC) filed an 8-K on November 20, 2006, to report on a trading restriction.
  • 2The company has filed its Form 10-K for the fiscal year ended June 30, 2006.
  • 3A temporary trading suspension for directors and executive officers, initiated on November 1, 2006, will end on November 21, 2006.
  • 4This suspension was implemented in accordance with Section 306(a) of the Sarbanes-Oxley Act (SOX) and Regulation BTR.
  • 5The restriction was lifted concurrently with the company filing its delayed 2006 10-K.
  • 6Employees participating in the company's 401(k) plan will regain the ability to purchase WDC common stock on November 21, 2006.
  • 7Insiders remain subject to all applicable legal requirements and insider trading restrictions upon the lifting of this specific prohibition.

Frequently Asked Questions

A temporary trading restriction was imposed on November 1, 2006, under Section 306(a) of the Sarbanes-Oxley Act and Regulation BTR because Western Digital had not yet filed its Form 10-K for the fiscal year ended June 30, 2006. This rule generally prohibits directors and executive officers from trading company stock during such periods when the company is delinquent in its financial filings.

The trading restriction for Western Digital's directors and executive officers is scheduled to terminate on Tuesday, November 21, 2006. This is because the company has now filed its delinquent Form 10-K for the year ended June 30, 2006.

Yes, employees participating in Western Digital's 401(k) plan will be able to elect to purchase shares of the company's common stock again starting on Tuesday, November 21, 2006. This reinstatement of employee trading rights coincides with the end of the insider trading restriction.

While the specific trading prohibition under SOX Regulation BTR ends on November 21, 2006, directors and executive officers are still subject to all other applicable legal requirements. This includes pre-existing insider trading policies and laws that govern trading by company insiders based on material non-public information.