<DOCUMENT>
<TYPE>8-A12B
<SEQUENCE>1
<FILENAME>a71157e8-a12b.txt
<DESCRIPTION>FORM 8-A12B
<TEXT>

<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   -----------

                                    FORM 8-A
                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                           WESTERN DIGITAL CORPORATION
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


              Delaware                                    33-0956711
--------------------------------------------------------------------------------
(State of Incorporation or Organization)      (IRS Employer Identification no.)


20511 Lake Forest Drive, Lake Forest, California           92630-7741
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                   (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
        Title of Each Class                     Name of Each Exchange on Which
        to be so Registered                    Each Class is to be Registered
<S>                                               <C>
 Rights to Purchase Series A Junior
       Participating Preferred                     New York Stock Exchange
  Stock, par value $.01 per share
--------------------------------------------------------------------------------
</TABLE>

If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]

If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]

Securities Act registration statement file number to which this form relates:
Not Applicable
--------------

Securities to be registered pursuant to Section 12(g) of the Act:

                                      None.
--------------------------------------------------------------------------------
                                (Title of Class)


<PAGE>   2

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 1. Description of Registrant's Securities to be Registered.


        On March 29, 2001, the Board of Directors of Western Digital Corporation
(the "Company") authorized and declared a dividend of one preferred stock
purchase right (a "Right") for each share of common stock, par value $.01 per
share, of the Company (the "Common Shares"). The dividend is payable on April 6,
2001 (the "Record Date") to the holders of record of Common Shares as of the
close of business on such date.

        The following is a brief description of the Rights. It is intended to
provide a general description only and is subject to the detailed terms and
conditions of the Rights Agreement (the "Rights Agreement"), dated as of April
6, 2001, by and between the Company and American Stock Transfer & Trust Company,
as Rights Agent (the "Rights Agent") which is incorporated herein by this
reference.


        1. COMMON SHARE CERTIFICATES REPRESENTING RIGHTS

        Until the Distribution Date (as defined in Section 2 below), (a) the
Rights shall not be exercisable, (b) the Rights shall be attached to and trade
only together with the Common Shares and (c) the stock certificates representing
Common Shares also shall represent the Rights attached to such Common Shares.
Common Share certificates issued after the Record Date and prior to the
Distribution Date shall contain a notation incorporating the Rights Agreement by
reference.

        2. DISTRIBUTION DATE

        The "Distribution Date" is the earliest of (a) the tenth business day
following the date of the first public announcement that any person (other than
the Company or certain related entities, and with certain additional exceptions)
has become the beneficial owner of 15% or more of the then outstanding shares of
the Company ("Voting Shares") (such person is a "15% Stockholder" and the date
of such public announcement is the "15% Ownership Date"), (b) the tenth business
day (or such later day as shall be designated by the Board of Directors)
following the date of the commencement of, or the announcement of an intention
to make, a tender offer or exchange offer, the consummation of which would cause
any person to become a 15% Stockholder or (c) the first date, on or after the
15% Ownership Date, upon which the Company is acquired in a merger or other
business combination in which the Company is not the surviving corporation or in
which the outstanding Common Shares are changed into or exchanged for stock or
assets of another person, or upon which 50% or more of the Company's
consolidated assets or earning power are sold (other than in transactions in the
ordinary course of business). In calculating the percentage of outstanding
Voting Shares that are beneficially owned by any person, such person shall be
deemed to beneficially own any Voting Shares issuable upon the exercise,
exchange or conversion of any options, warrants or other securities beneficially
owned by such person; provided, however, that such Voting Shares issuable upon
such exercise shall not be deemed outstanding for the purpose of calculating the
percentage of Voting Shares that are beneficially owned by any other person.



                                       2
<PAGE>   3

        Upon the close of business on the Distribution Date, the Rights shall
separate from the Common Shares, Right certificates shall be issued and the
Rights shall become exercisable to purchase Preferred Shares as described in
Section 5 below.


        No person who is the beneficial owner of 15% or more of the outstanding
Voting Shares as of April 6, 2001 shall be deemed a 15% Stockholder unless or
until such person shall acquire, without the prior approval of the Board of
Directors, beneficial ownership of an additional 1% of the Voting Shares then
outstanding and, following such acquisition, is the beneficial owner of more
than 15% of the Voting Shares then outstanding. In addition, any person (a
"Transferee") who purchases Voting Shares from such person shall not be deemed a
15% Stockholder if, after giving effect to such acquisition, such Transferee
holds no more than the sum of the Voting Shares so acquired plus 1% of the
Voting Shares then outstanding.


        3. ISSUANCE OF RIGHT CERTIFICATES

        As soon as practicable following the Distribution Date, separate
certificates representing only Rights shall be mailed to the holders of record
of Common Shares as of the close of business on the Distribution Date, and such
separate Right certificates alone shall represent such Rights from and after the
Distribution Date.

        4. EXPIRATION OF RIGHTS


        Unless earlier redeemed or exchanged, the Rights shall expire on April
6, 2011, unless the Distribution Date has previously occurred and the Rights
have separated from the Common Shares, in which case the Rights will remain
outstanding for ten years from the date they separate.


        5. EXERCISE OF RIGHTS

        Unless the Rights have expired or been redeemed or exchanged, they may
be exercised, at the option of the holders, pursuant to paragraphs (a), (b) or
(c) below. No Right may be exercised more than once or pursuant to more than one
of such paragraphs. From and after the first event of the type described in
paragraphs (b) or (c) below, each Right that is beneficially owned by a 15%
Stockholder or that was attached to a Common Share that is subject to an option
beneficially owned by a 15% Stockholder shall be void.


        (a) Right to Purchase Preferred Shares. From and after the close of
business on the Distribution Date, each Right (other than a Right that has
become void) shall be exercisable to purchase one one-thousandth (1/1,000) of a
share of Series A Junior Participating Preferred Stock, par value $.01 per
share, of the Company (the "Preferred Shares"), at an initial exercise price of
$50.00 (Fifty Dollars) (the "Exercise Price"). Prior to the Distribution Date,
the Company may substitute for all or any portion of the Preferred Shares that
would otherwise be issuable upon exercise of the Rights, cash, assets or other
securities having the same aggregate value as such Preferred Shares. The
Preferred Shares are nonredeemable and, unless otherwise provided in connection
with the creation of a subsequent series of preferred stock, are subordinate to
any other series of the Company's preferred stock whether issued before or after
the issuance of the Preferred Shares. The Preferred Shares may not be issued
except




                                       3
<PAGE>   4

upon exercise of Rights. The holder of a Preferred Share is entitled to receive
when, as and if declared, the greater of (i) cash and non-cash dividends in an
amount equal to 1,000 times the dividends declared on each Common Share or (ii)
a preferential annual dividend of $.01 per Preferred Share ($.00001 per one
one-thousandth (1/1,000) of a Preferred Share). In the event of liquidation, the
holders of Preferred Shares shall be entitled to receive a liquidation payment
in an amount equal to the greater of (1) $.01 per Preferred Share ($.00001 per
one one-thousandth (1/1,000) of a Preferred Share), plus all accrued and unpaid
dividends and distributions on the Preferred Shares, or (2) an amount equal to
1,000 times the aggregate amount to be distributed per Common Share. Each
Preferred Share has one thousand (1,000) votes per share (one vote per one
one-thousandth (1/1,000) of a Preferred Share), voting together with the Common
Shares. In the event of any merger, consolidation or other transaction in which
Common Shares are exchanged, the holder of a Preferred Share shall be entitled
to receive 1,000 times the amount received per Common Share. The rights of the
Preferred Shares as to dividends, voting and liquidation preferences are
protected by antidilution provisions. It is anticipated that the value of one
one-thousandth (1/1,000) of a Preferred Share should approximate the value of
one Common Share.


        (b) Right to Purchase Common Shares of the Company. From and after the
close of business on the tenth business day following the 15% Ownership Date,
each Right (other than a Right that has become void) shall be exercisable to
purchase, at the Exercise Price (initially $50.00), Common Shares with a market
value equal to two times the Exercise Price. If the Company does not have
sufficient Common Shares available for all Rights to be exercised, the Company
shall substitute for all or any portion of the Common Shares that would
otherwise be issuable upon the exercise of the Rights, cash, assets or other
securities having the same aggregate value as such Common Shares.

        (c) Right to Purchase Common Stock of a Successor Corporation. If, on or
after the 15% Ownership Date, (i) the Company is acquired in a merger or other
business combination in which the Company is not the surviving corporation, (ii)
the Company is the surviving corporation in a merger or other business
combination in which all or part of the outstanding Common Shares are changed
into or exchanged for stock or assets of another person or (iii) 50% or more of
the Company's consolidated assets or earning power are sold (other than in
transactions in the ordinary course of business), then each Right (other than a
Right that has become void) shall thereafter be exercisable to purchase, at the
Exercise Price (initially $50.00), shares of common stock of the surviving
corporation, other persons issuing stock or assets, or purchaser, respectively
(the "Surviving Person"), with an aggregate market value equal to two times the
Exercise Price.


        6. ADJUSTMENTS TO PREVENT DILUTION

        The Exercise Price, the Redemption Price (as defined below), the number
of outstanding Rights and the number of Preferred Shares or Common Shares
issuable upon exercise of the Rights are subject to adjustment from time to time
as set forth in the Rights Agreement in order to prevent dilution. With certain
exceptions, no adjustment in the Exercise Price shall be required until
cumulative adjustments require an adjustment of at least 1%.



                                        4
<PAGE>   5

        7. CASH PAID INSTEAD OF ISSUING FRACTIONAL SECURITIES

        No fractional securities shall be issued upon exercise of a Right (other
than fractions of Preferred Shares that are integral multiples of one
one-thousandth of a Preferred Share and that may, at the election of the
Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment
in cash shall be made based on the market price of such securities on the last
trading date prior to the date of exercise.

        8. REDEMPTION


        At any time prior to the earlier of (a) the tenth business day following
the 15% Ownership Date or (b) the first event of the type giving rise to
exercise rights under Section 5(c) above, the Board of Directors may, at its
option, direct the Company to redeem the Rights in whole, but not in part, at a
price of $0.001 per Right, as such redemption price shall be proportionately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after April 6, 2001 (the "Redemption Price"), and the Company shall so
redeem the Rights. Immediately upon such action by the Board of Directors (the
date of such action being the "Redemption Date"), the only right of the holders
of Rights thereafter shall be to receive the Redemption Price.


        9. EXCHANGE

        At any time during the period of 180 days after the 15% Ownership Date,
the Board of Directors of the Company may, at its option, authorize and direct
the exchange of all, but not less than all, of the then outstanding Rights for
Common Shares, one one-thousandths of Preferred Shares, debt securities of the
Company, other property or any combination of the foregoing, which, as of the
date of the Board of Directors' action, has a current market price equal to the
difference between the Exercise Price and the current market price of the shares
that would otherwise be issuable upon exercise of a Right on such date (the
"Exchange Ratio"), and the Company shall so exchange the Rights. Immediately
upon such action by the Board of Directors, the right to exercise Rights shall
terminate and the only right of the holders of Rights thereafter shall be to
receive the securities so designated by the Board of Directors in accordance
with the Exchange Ratio.

        10. NO STOCKHOLDER RIGHTS PRIOR TO EXERCISE

        Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company (other than rights resulting from such
holder's ownership of Common Shares), including, without limitation, the right
to vote or to receive dividends.

        11. AMENDMENT OF RIGHTS AGREEMENT

        The Board of Directors may, from time to time, without the approval of
any holder of Rights, direct the Company and the Rights Agent to supplement or
amend any provision of the Rights Agreement in any manner, whether or not such
supplement or amendment is adverse to any holder of Rights, and the Company and
the Rights Agent shall so supplement or amend such provision; provided, however,
that from and after the earliest of (a) the tenth business day following the 15%
Ownership Date, (b) the first event of the type giving rise to exercise rights


                                       5
<PAGE>   6

under Section 5(c) above or (c) the Redemption Date, the Rights Agreement cannot
be supplemented or amended in any manner that would materially and adversely
affect any holder of outstanding Rights other than a 15% Stockholder or a
Surviving Person.

Item 2. Exhibits


        4.1     Rights Agreement, dated as of April 6, 2001, between Western
                Digital Corporation and American Stock Transfer & Trust Company,
                as Rights Agent, which includes as Exhibit A the Form of Right
                Certificate, the Form of Assignment and the Form of Election to
                Purchase (incorporated by reference to Exhibit 4.1 of Western
                Digital Corporation's Current Report on Form 8-K filed with the
                Securities and Exchange Commission on April 6, 2001).

        4.2     Certificate of Designations of Series A Junior Participating
                Preferred Stock of the Registrant (incorporated by reference to
                Exhibit 4.2 of Western Digital Corporation's Current Report on
                Form 8-K filed with the Securities and Exchange Commission on
                April 6, 2001).




                                        6
<PAGE>   7

                                    SIGNATURE


        Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereto duly authorized.



                                   WESTERN DIGITAL CORPORATION


Date:  April 6, 2001             By: /s/ Michael A. Cornelius
                                    -------------------------------------
                                    Name: Michael A. Cornelius
                                   Title: Vice President, Law and Administration
                                          and Secretary




                                       7
<PAGE>   8

                                  EXHIBIT INDEX



<TABLE>
<CAPTION>
 EXHIBIT
  NUMBER                                  DESCRIPTION
<S>            <C>

    4.1         Rights Agreement, dated as of April 6, 2001, between Western
                Digital Corporation and American Stock Transfer & Trust Company,
                as Rights Agent, which includes as Exhibit A the Form of Right
                Certificate, the Form of Assignment and the Form of Election to
                Purchase (incorporated by reference to Exhibit 4.1 of Western
                Digital Corporation's Current Report on Form 8-K filed with the
                Securities and Exchange Commission on April 6, 2001).

    4.2         Certificate of Designations of Series A Junior Participating
                Preferred Stock of the Registrant (incorporated by reference to
                Exhibit 4.2 of Western Digital Corporation's Current Report on
                Form 8-K filed with the Securities and Exchange Commission on
                April 6, 2001).
</TABLE>



                                       8
</TEXT>
</DOCUMENT>
