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

                                   FORM 10-K/A

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
    ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997.

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
    EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________TO _______.

                         COMMISSION FILE NUMBER: 0-25796
                             STORMEDIA INCORPORATED
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                   ----------

                                    DELAWARE
                (STATE OR OTHER JURISDICTION OF INCORPORATION OR
                                  ORGANIZATION)

                                   77-0373062
                     (I.R.S. EMPLOYER IDENTIFICATION NUMBER)

                                 385 REED STREET
                       SANTA CLARA, CALIFORNIA 95050-3118
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                                 (408) 327-8000
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                     CLASS A COMMON STOCK, $0.013 PAR VALUE

          Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
requirements for the past 90 days. YES [x] NO [ ]

          Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-K or any
amendment to this Form 10-K. [X]

          The aggregate market value of the voting stock held by non-affiliates
of the Registrant as of March 6, 1998, was approximately $33,720,812 based on
the last sale price reported for such date on the Nasdaq/National Market System.
For purposes of this disclosure shares of Class A Common Stock held by each
executive officer and director and by each holder of 5% or more of the
outstanding shares of Class A Common Stock have been excluded from this
calculation because such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.

          As of April 20, 1998, Registrant had 16,019,322 shares of Class A
Common Stock and 4,362,001 shares of Class B Common Stock outstanding.



<PAGE>   2

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

          As of April 20, 1998, the directors of the Company, are as follows:

<TABLE>
<CAPTION>
                                                                                              DIRECTOR OR
                                                                                               OFFICER
   NAME OF NOMINEE            AGE               PRINCIPAL OCCUPATION                            SINCE
   ---------------            ---               --------------------                          ------------
<S>                           <C>     <C>                                                        <C> 
William J. Almon.........     65      President, Chief Executive Officer and Chairman of the     1994
                                      Board of Directors of the Company
John A. Downer (1)(2)....     40      Managing Director, Cornerstone Equity Investors, LLC       1994
Francis J. Lunger (1)....     52      Chief Financial Officer, Millipore Corporation             1994
Mark S. Rossi (2)........     41      Senior Managing Director, Cornerstone Equity Investors,    1994
                                      LLC
Gregorio Reyes...........     57      Chairman of the Board of Directors, Sync Research          1998
</TABLE>

----------
(1)  Member of the Audit Committee

(2)  Member of the Compensation Committee

        Except as set forth below, each of the nominees has been engaged in his
principal occupation set forth above during the past five years.

        Mr. Almon has served as Chairman of the Board of Directors and Chief
Executive Officer since the Company's organization in May 1994, and served as
President from its organization to May 1995 and again from May 1997 to present.
Prior to joining the Company, Mr. Almon served as an independent consultant from
February 1993 until May 1994 and as President, Chief Operating Officer and a
director of Conner Peripherals, Inc. from December 1989 to February 1993.

        Mr. Downer has served as a Managing Director of Cornerstone Equity
Investors, LLC since December 1996. From 1989 to December 1996, Mr. Downer was a
partner of various venture capital funds managed by Prudential Equity Investors,
Inc. ("Prudential"). Mr. Downer is also a director of StorMedia Incorporated and
International Manufacturing Services, Inc.

        Mr. Rossi has served as a Senior Managing Director of Cornerstone since
December 1996. From 1984 to 1996, Mr. Rossi was a partner of various venture
capital funds managed by Prudential. Mr. Rossi is also a director of StorMedia
Incorporated, Maxwell Technology, Inc. and International Manufacturing Services,
Inc.

        Mr. Lunger has served as Vice President, Chief Financial Officer and
Treasurer of Millipore Corporation since June 1997. From November 1995 until May
1997, Mr. Lunger served as Senior Vice President and Chief Financial Officer of
Oak Industries Inc. From March 1994 until August 1995, Mr. Lunger served as
Chief Administrative Officer, and from August 1995 until November 1995, as
Acting Chief Executive Officer of Nashua Corporation. From January 1983 until
March 1994, Mr. Lunger served as a Vice President of Raychem Corporation, most
recently serving as Vice President and General Manager of the Interconnect
Components and Medical Division.

        Mr. Reyes has been Chairman of Sync Research, a wide-area network (WAN)
company, since January 1995. From August 1994 to January 1995, Mr. Reyes
provided independent consulting services. From 1990 to August 1994, he served as
Chairman and Chief Executive Officer of Sunward Technologies, Inc., a provider
of



                                       2
<PAGE>   3

rigid disk magnetic recording head products for the data storage industry. 
Mr. Reyes also serves as a director of Diamond Multimedia Systems, Inc., 
C-Cube Microsystems, Inc. and several privately-held companies.


COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

        Section 16(a) of the Securities Exchange Act of 1934, as amended
("SECTION 16(a)") requires the Company's officers and directors, and persons who
own more than ten percent of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission (the "SEC"). Such officers, directors and
ten-percent stockholders are also required by SEC rules to furnish the Company
with copies of all forms that they file pursuant to Section 16(a). Based solely
on its review of the copies of such forms received by it, or written
representations from certain reporting persons that no filings were required for
such persons, the Company believes that all Section 16(a) filing requirements
applicable to its officers, directors and ten-percent stockholders were complied
with.

ITEM 11.  EXECUTIVE COMPENSATION

SUMMARY COMPENSATION

        The following table shows, as to the Chief Executive Officer and each of
the other four most highly compensated executive officers, information
concerning compensation awarded to, earned by or paid for services to the
Company in all capacities during 1997.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                                                 LONG-TERM
                                                                           ANNUAL COMPENSATION                  COMPENSATION
                                                             ---------------------------------------------         AWARDS
                                                                                             OTHER ANNUAL       -------------
  NAME AND PRINCIPAL POSITION                    YEAR        SALARY($)       BONUS($)       COMPENSATION($)        OPTIONS(#)
  ---------------------------                    ----        ---------       --------       ---------------     -------------
<S>                                              <C>          <C>            <C>               <C>                  <C>    
William J. Almon                                 1997         286,923            __            4,835 (1)            100,000
   President, Chief Executive Officer            1996         254,615        25,000            4,835 (1)                 __
   and Chairman of the Board of Directors        1995         226,925        34,715            4,835 (1)                 __

Stephen M. Abely                                 1997         196,923            __            2,500 (3)             75,000
   Chief Financial Officer and                   1996         164,615        25,000            2,500 (3)             50,000
   Assistant Secretary                           1995         143,848            __                                  56,250

Sherman Silverman                                1997         198,077            __               __                 75,000
   Vice President, Sales and Marketing           1996         177,844        25,000               __                 50,000
                                                 1995         168,431 (2)        __               __                 56,250
                                                     
Diane Wotus (4)                                  1997         161,537            __            2,500 (3)             72,500
   Vice President, U.S. Operations               1996         151,151 (2)        __            2,500 (3)             60,946
                                                 1995         112,798 (2)        __            2,500 (3)            126,276

Michael Bergkamp (4)                             1997         188,460            __            2,500 (3)            100,000
   Vice President, New Product Development       1996          74,039            __            1,933 (3)                 __
                                                 1995              __            __               __                     __
</TABLE>

----------



                                        3

<PAGE>   4

(1)  Represents $4,835 in premiums paid on a $1 million life insurance policy,
     the proceeds of which are payable to Mr. Almon's estate ("Life Insurance
     Policy").

(2)  Includes amounts paid in lieu of vacation time.

(3)  Represents the Company's matching contribution to its 401(k) Plan.

(4)  Ms. Wotus and Mr. Bergkamp were appointed as officers on April 24, 1997.


STOCK OPTION GRANTS AND EXERCISES

        The following table shows, as to the individuals named in the Summary
Compensation Table above, information concerning stock options granted during
the year ended December 31, 1997.


                       OPTION GRANTS IN LAST FISCAL YEAR


<TABLE>
<CAPTION>
                                                 INDIVIDUAL GRANTS
                      --------------------------------------------------------------------                                        
                                            % OF TOTAL                                                                            
                                              OPTIONS                                                 POTENTIAL REALIZABLE VALUE
                       NUMBER OF            GRANTED TO                                                OF ASSUMED ANNUAL RATES OF
                       SECURITIES            EMPLOYEES                                                STOCK PRICE APPRECIATION
                       UNDERLYING               IN          EXERCISE                                      FOR OPTION TERM(3)
                        OPTIONS               FISCAL         PRICE              EXPIRATION            ---------------------------
    NAME              GRANTED(#)(1)           YEAR(2)        ($/SH)                DATE                5%($)             10%($)
    ----              -------------         ----------      --------            -----------           -------         -----------
<S>                     <C>                     <C>          <C>                 <C>                  <C>             <C>      
William J. Almon        100,000                 4.8          6.875               06/25/07             432,365         1,095,698

Stephen M. Abely         50,000                 2.4          6.875               06/25/07             216,183           547,849
                         25,000                 1.2          2.188               12/31/07              34,400            87,177

Sherman Silverman        50,000                 2.4          6.875               06/25/07             216,183           547,849
                         25,000                 1.2          2.188               12/31/07              34,400            87,177

Diane Wotus              10,000                 0.5         10.875               03/20/07              68,416           173,393
                         37,500                 1.8          6.875               06/25/07             162,137           410,887
                         25,000                 1.2          2.188               12/31/07              34,400            87,178

Michael Bergkamp         25,000                 1.2         10.875               03/20/07             216,183           547,849
                         50,000                 2.4          6.875               06/25/07             171,040           433,483
                         25,000                 1.2          2.188               12/31/07              34,400            87,177
</TABLE>

----------

(1)  See "Other Employee Benefit Plans" for a description of the terms of the
     Company's option plans.

(2)  The Company granted options to purchase an aggregate of 2,066,462 shares of
     Class A Common Stock to all employees other than executive officers and
     granted options to purchase an aggregate of 425,500 shares of Class A
     Common Stock to all executive officers as a group (5 persons), during 1997.

(3)  This column sets forth hypothetical gains or "option spreads" for the
     options at the end of their respective ten-year terms, as calculated in
     accordance with the rules of the Securities and Exchange Commission. Each
     gain is based on an arbitrarily assumed annualized rate of compound
     appreciation of the market price at the date of grant of 5% and 10% from
     the date the option was granted to the end of the option term. The 5% and
     10% rates of appreciation are specified by the rules of the Securities and
     Exchange Commission and do not represent the Company's estimate or
     projection of future Class A Common Stock prices. The Company does not
     necessarily agree that this method properly values an option. Actual gains,
     if any, on option exercises are dependent on the future performance of the
     Company's Common Stock and overall market conditions and the timing of
     option exercises, if any.


                                       4

<PAGE>   5



        The following table shows, as to the individuals named in the Summary
Compensation Table above, information concerning stock options exercised during
the year ended December 31, 1997 and the value of unexercised options at such
date.

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES


<TABLE>
<CAPTION>
                                                           NUMBER OF SECURITIES                                          
                                                                UNDERLYING                      VALUE OF UNEXERCISED
                          SHARES                         UNEXERCISED OPTIONS/SARS              IN-THE-MONEY OPTIONS AT
                        ACQUIRED ON       VALUE          AT DECEMBER 31, 1997 (#)(2)           DECEMBER 31, 1997 ($)(3)
                         EXERCISE        REALIZED       -----------------------------       ------------------------------
     NAME                  (#)           ($)(1)         EXERCISABLE     UNEXERCISABLE       EXERCISABLE      UNEXERCISABLE 
     ----               -----------      -------        -----------     -------------       ------------     -------------
<S>                      <C>             <C>              <C>               <C>               <C>                <C>              
William J. Almon         100,000         249,750          343,750           87,500            661,672               --
Stephen M. Abely              --              --           53,705          125,997             14,244            8,047
Sherman Silverman         15,000         244,738           40,253          125,997              8,762            8,047
Diane Wotus                6,563          56,873           29,375           94,686              7,021            7,023
Michael Bergkamp              --              --           32,553          129,947                 --               --
</TABLE>

----------

(1)  Calculated by determining the difference between the closing price of the
     Company's Class A Common Stock on the Nasdaq National Market on the date of
     exercise and the exercise price of the options.

(2)  The Company has not granted any stock appreciation rights and its stock
     plans do not provide for the granting of such rights.

(3)  Calculated by determining the difference between the fair market value of
     the securities underlying the options at year end ($2.19 per share) and the
     exercise price of the options.

DIRECTOR COMPENSATION

        Each non-employee director of the Company is entitled to receive a fee
of $2,000 per quarter, plus $1,000 for each Board meeting attended and $500 for
each Board committee meeting attended.

        The Director Plan provides for the automatic and non-discretionary grant
of nonqualified stock options to directors who are not employed by the Company
and who were not stockholders of the Company at the time the Director Plan was
adopted ( "Outside Director"). On the date upon which a person first becomes a
director, he or she is automatically granted an option to purchase 12,000 shares
of the Company's Class A Common Stock ("Initial Option"). Thereafter, each
Outside Director is automatically granted an option to purchase 3,000 shares of
Class A Common Stock on April 1 of each year ("Subsequent Option"); provided he
or she has served as a director for at least six months as of such date. The
exercise price of options granted under the Director Plan is 100% of the fair
market value of the Company's Class A Common Stock on the date of grant. Initial
Options vest and become exercisable as to 25% of the shares on each anniversary
of the date of grant. Subsequent Options vest and become exercisable as to 100%
of the shares on the fourth anniversary of the date of grant. The Director Plan
provide for the accelerated vesting of all outstanding options upon a change in
control of the Company.

        In February 1995 and March 1998, Mr. Lunger and Mr. Reyes were each
granted an Initial Option at exercise prices of $2.67 per share and $2.438 per
share, respectively. On April 1 of 1996, 1997 and 1998, Subsequent Options were
granted to Mr. Lunger at exercise prices of $16.17, $11.50 and $3.125. In
addition to the foregoing, Mr. Reyes was granted an option in March 1998 to
purchase 8,000 shares of Class A Common Stock at an exercise price of $2.438 per
share under the Company's 1994 Incentive Stock Option Plan. The option will vest
as to 25% of the shares subject to the option on the first anniversary of the
date of grant and as to 1/48th of the total shares subject to the option for
each month of service thereafter.



                                       5
<PAGE>   6

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND 
CHANGE-IN-CONTROL AGREEMENTS

        The Company has no employment contracts with any of its officers, and
has no compensatory plan or arrangement which are activated upon resignation,
termination or retirement of any such officer upon a change in control of the
Company. Both the NSO Plan and the Director Plan provide for the accelerated
vesting of all outstanding options upon a change in control. However, because
competition for talented employees is intense, the Company may in the future
consider entering into severance agreements with certain of its key employees.

OPTION REPRICING

        The Company has repriced options twice over the past four years, however
executive officers and directors were excluded from the repricings.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

        The Compensation Committee consists of Messrs. Rossi and Downer. Mr.
Almon also participates in discussions regarding salaries and incentive
compensation for all employees (including officers) and consultants to the
Company, except that Mr. Almon is excluded from discussions regarding his own
salary and incentive compensation.

         REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

GENERAL

        The Compensation Committee (the "Committee") of the Board of Directors
establishes the overall executive compensation strategies of the Company and
approves compensation elements for the chief executive officer and other
executive officers. The Committee is comprised of two of the independent,
non-employee members of the Board of Directors, neither of whom have
interlocking relationships as defined by the Securities and Exchange Commission.
The Committee has available to it such external compensation advice and data as
the Committee deems appropriate to obtain.

        The compensation philosophy of the Committee is to provide a
comprehensive compensation package for each executive officer that is tailored
to the Company's accomplishment of business strategies, objectives and
initiatives. Accordingly, the Committee follows a compensation strategy which
has used vesting terms to incentivize and reward executives as the Company
addresses the challenges associated with growth, and transitioned from the
acquisition in May 1994 to a newly public company in May 1995. As the Committee
applies this compensation philosophy in determining appropriate executive
compensation levels and other compensation factors, the Committee reaches its
decisions with a view towards the Company's overall financial performance. The
Committee strives to structure each officer's overall compensation package to
enable the Company to attract, retain and reward personnel who contribute to the
success of the Company.

EXECUTIVE OFFICER COMPENSATION

        The Committee's Executive Compensation policies are designed to enhance
the financial performance of the Company and thus stockholder value, by aligning
the financial interests of the key executives with those of the stockholders.
The executive compensation program is viewed in total considering all of its
component parts: base salary, a discretionary performance-based annual bonus and
long-term incentive opportunity in the form of stock options and stock
ownership. The annual compensation component consists of base salaries which are
generally competitive with those offered by other companies in the industry at
similar phases of growth. In determining individual salaries, the Committee
considers the individual experience, performance and breadth of responsibilities



                                       6
<PAGE>   7

of each executive officer within the Company in light of the accomplishment of
business strategies, objectives and initiatives set forth by the Board
periodically. These factors are reviewed for each executive officer annually.
Because of the Company's poor performance in 1997, no bonuses were paid to the
executive officers.

        The Company's ISO Plan and NSO Plan (collectively "Option Plans") and
1998 Employee Stock Purchase Plan are long-term incentive plans for all
employees. These plans are intended to align stockholder and employee interest
by creating a direct link between long-term rewards and the value of the
Company's shares. The Committee believes that long-term stock ownership by
executive officers and all employees is an important factor in achieving both
above average growth in share value and retaining valued employees. Since the
value of an option bears a direct relationship to the Company's stock price, the
Committee believes that options motivate executive officers to manage the
Company in a manner which will benefit all stockholders.

        The Option Plans authorize the Committee to award available stock
options to employees at any time. Options are generally granted at the time of
initial employment with the Company, and at later dates at the discretion of the
Committee. The size of the initial and later grants are determined by a number
of factors including comparable grants to executive officers and employees by
other companies which compete in the Company's industry. The exercise price per
share of the stock options is generally equal to the prevailing market value of
a share of the Company's Class A Common Stock on the date the options are
granted.

        The Company has adopted certain broad-based employee benefit plans in
which all employees, including the executive officers, are permitted to
participate on the same terms and conditions relating to eligibility and
generally subject to the same limitations on the amounts that may be contributed
or the benefits payable under those plans. Under the Company's 401(k) Plan the
Company matches up to 50% of an employee's contribution, not to exceed $2500 per
employee. See "Other Employee Benefit Plans -- 401(k) Plan." The Company also
has adopted the 1998 Employee Stock Purchase Plan under Section 423 of the Code,
pursuant to which participating employees can purchase the Company's stock at a
discount through payroll deductions. The 1998 Employee Stock Purchase Plan is
more fully described in Proposal Two.


CEO COMPENSATION

        Compensation for the Chief Executive Officer aligns with the
philosophies and practices described above for executive officers in general.
Mr. Almon's base salary was increased following the Company's successful initial
public offering in May 1995 from $200,000 to $250,000. However, the increase was
rescinded between July 1995 and December 1996, due to a down-turn in the
Company's business and stock price performance, although Mr. Almon was paid a
bonus of $25,000 for his services rendered during 1996. Effective January 1,
1997, the Board approved the reinstatement of Mr. Almon's salary increase,
however, no bonus was paid to Mr. Almon during 1997 due to the Company's poor
performance. Mr. Almon was granted an option to purchase 100,000 shares of the
Company's Class A Common Stock in 1997.

                        COMPENSATION COMMITTEE
                        John A. Downer
                        Mark S. Rossi



                                       7
<PAGE>   8

COMPANY STOCK PRICE PERFORMANCE

        The following graph demonstrates a comparison of cumulative total
stockholder returns, calculated on a dividend reinvestment basis and based upon
an initial investment of $100 in the Company's Class A Common Stock as compared
with the Nasdaq Stock Market - US Index and the Nasdaq Computer Manufacturer
Index. No dividends have been declared or paid on the Company's Class A Common
Stock during such period. The stock price performance shown on the graph below
is not necessarily indicative of future price performance. The Company's Class A
Common Stock began trading on the Nasdaq National Market on May 4, 1995. The
graph reflects the Company's stock price performance from the initial public
offering through the end of 1997.

<TABLE>
<CAPTION>
     Measurement Period
   (Fiscal Year Covered)          5/4/95           12/95            12/96            12/97
<S>                           <C>              <C>              <C>              <C>
STORMEDIA INC                      100              228              151               21
NASDAQ STOCK MARKET (U.S.)         100              125              154              189
NASDAQ COMPUTER MANUFACTURER       100              141              190              230
</TABLE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

                  The following table sets forth certain information regarding
the beneficial ownership of the Company's Class A Common Stock as of the Record
Date by (i) each person (or group of affiliated persons) known to the Company to
be the beneficial owner of more than 5% of the Company's Class A Common Stock,
(ii) each director, (iii) each of the Company's executive officers named in the
Summary Compensation Table appearing herein, and (iv) all of the Company's
directors and executive officers as a group. The Company knows of no agreements
among its stockholders which relate to voting or investment power of its shares
of Class A Common Stock.



                                        8

<PAGE>   9
<TABLE>
<CAPTION>
                                                         BENEFICIAL OWNERSHIP(1)  
                                                 -------------------------------------
NAME AND ADDRESS                                 NUMBER OF SHARES    PERCENT OF TOTAL 
----------------                                 ----------------    ---------------- 
<S>                                                    <C>                 <C>  
Prudential Private Equity Investors III, L.P.          5,737,500           28.15
    717 Fifth Avenue
    New York, NY 10022
Kubota Corporation                                     2,000,000            9.81
    2-47, Shikitsuhigashi 1-chome
    Naniwa-Ku Osaka, 556 Japan
William J. Almon (2)                                   1,228,038            5.95
Mark S. Rossi (3)                                      5,737,500           28.15
John A. Downer (3)                                     5,737,500           28.15
Francis J. Lunger (4)                                     10,000               *
Gregorio Reyes                                           100,000               *
Stephen M. Abely (5)                                     106,716               *
Sherman Silverman (6)                                     69,514               *
Diane Wotus (7)                                           69,638               *
Michael Bergkamp (8)                                      47,935               *
All directors and executive officers 
  as a group (9 persons) (9)                           8,744,840           41.90
</TABLE>

----------

 *   Less than 1%

(1)  Beneficial ownership is determined in accordance with the rules and
     regulations of the Securities and Exchange Commission and generally
     includes voting or investment power with respect to securities. Options to
     purchase shares of Class A Common Stock which are currently exercisable or
     will become exercisable within 60 days of the Record Date, are deemed to be
     outstanding for purposes of computing the percentage of the shares held by
     an individual but are not outstanding for purposes of computing the
     percentage of any other person. Except as indicated otherwise in the
     footnotes below, and subject to community property laws where applicable,
     the persons named in the table above have sole voting and investment power
     with respect to all shares of Class A Common Stock shown as beneficially
     owned by them.

(2)  Includes 254,166 shares subject to outstanding options held by Mr. Almon
     which are exercisable within 60 days of the Record Date.

(3)  Messrs. Rossi and Downer are Senior Managing Director and Managing
     Director, respectively, of Cornerstone Equity Investors, LLC, the general
     partner of Prudential Private Equity Investors III, L.P. and, as such, may
     be deemed to beneficially own the shares owned by such partnership. Mr.
     Rossi and Mr. Downer each disclaim personal beneficial ownership of any or
     all of these shares except to the extent of their respective individual
     proportionate ownership interests therein.

(4)  Includes 10,000 shares subject to outstanding options held by Mr. Lunger
     which are exercisable within 60 days of the Record Date.

(5)  Includes 71,716 shares subject to outstanding options held by Mr. Abely
     which are exercisable within 60 days of the Record Date.

(6)  Includes 58,264 shares subject to outstanding options held by Mr. Silverman
     which are exercisable within 60 days of the Record Date.

(7)  Includes 43,854 shares subject to outstanding options held by Ms. Wotus
     which are exercisable within 60 days of the Record Date.

(8)  Includes 47,657 shares subject to outstanding options held by Michael
     Bergkamp which are exercisable within 60 days of the Record Date.

(9)  Includes 485,657 shares subject to outstanding options which are
     exercisable within 60 days of the Record Date. See footnotes 2, and 5
     through 8 above.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

        None.



                                       9
<PAGE>   10
                                   SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Santa
Clara, California this 30th day of April, 1998.

                               STORMEDIA INCORPORATED


                               By  /s/ WILLIAM J. ALMON*
                                   --------------------------------------
                                   William J. Almon
                                   President, Chief Executive Officer and
                                   Chairman of the Board of Directors


        PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THIS AMENDMENT TO REPORT ON FORM 10-K HAS BEEN SIGNED ON BEHALF OF THE
REGISTRANT BY THE FOLLOWING PERSONS AND IN THE CAPACITIES AND ON THE DATES
INDICATED:

<TABLE>
<S>                         <C>                                            <C> 
                            President, Chief Executive Officer and         April 30, 1998
 -----------------------    Chairman of the Board and (Principal
   (William J. Almon)       Executive Officer)
                                                                  

           *                Chief Financial Officer, Vice President,       April 30, 1998
------------------------    Finance and Assistant Secretary
   (Stephen M. Abely)       (Principal Financial and Accounting
                            Officer)
                                                                   

           *                Director                                       April 30, 1998
------------------------                                           
    (John A. Downer)

           *                Director                                       April 30, 1998
------------------------                                           
   (Francis J. Lunger)

           *                Director                                       April 30, 1998
------------------------                                           
    (Mark S. Rossi)
</TABLE>


---------------
* Attorney-in-fact




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