SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20579
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 25, 1995
EMC CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 1-9853 04-2680009
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
171 SOUTH STREET, HOPKINTON, MASSACHUSETTS 01748-9103
(Address of principal executive offices) (Zip Code)
(508) 435-1000
Registrant's telephone number, including area code:
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events.
On October 25, 1995, EMC Corporation (the
"Company") entered into an Agreement and Plan of Merger
(the "Merger Agreement") by and among the Company, EMC
Merger Corporation 1995, a Delaware corporation and a
wholly owned subsidiary of EMC ("Sub"), and McDATA
Corporation, a Delaware corporation ("McDATA"). Pursuant
to the Merger Agreement, Sub shall merge with and into
McDATA and McDATA shall survive such merger as a wholly
owned subsidiary of the Company. McDATA, a privately
held company, specializes in high-bandwidth networking
solutions for large-scale computing applications.
Completion of the transaction is subject to
several conditions, including appropriate regulatory
review and approval of McDATA's shareholders. Subject to
satisfaction of these and other conditions, the closing
of the transactions contemplated by the Merger Agreement
is expected to occur during the current quarter. EMC and
McDATA intend to treat the Merger as a "pooling of
interests" for accounting and financial reporting
purposes.
A copy of the October 25, 1995 press release
announcing the Merger Agreement is attached as Exhibit
99.1 hereto and is incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(c) Exhibits.
Exhibit No. Description
99.1 EMC Corporation Press Release dated
October 25, 1995
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly
caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EMC CORPORATION
By: /s/ Paul T. Dacier
Paul T. Dacier
Vice President and
General Counsel
October 27, 1995
Exhibit Index
Exhibit Sequential
No. Description Page No.
99.1 EMC Corporation Press Release dated
October 25, 1995
EXHIBIT 99.1
News from EMC Corporation
FOR IMMEDIATE RELEASE Contact: John Ryan
508-435-1000
EMC ANNOUNCES AGREEMENT TO ACQUIRE
MCDATA CORPORATION,
LEADING DATA CENTER NETWORKS SWITCH SUPPLIER
STRATEGIC INVESTMENT IN COLORADO-BASED TECHNOLOGY LEADER
POSITIONS EMC FOR FUTURE ROLE IN NETWORKED INFORMATION STORAGE
HOPKINTON, Mass. -- October 25, 1995 -- EMC
Corporation, the world's leading independent supplier of
intelligent storage and retrieval technology, today
announced an agreement to acquire McDATA Corporation, a
leader in data center network switching solutions, in a
pooling-of-interests stock transaction valued at
approximately $230 million.
The transaction includes the acquisition of
more than $50 million in McDATA working capital, most of
which is cash and accounts receivable. The exact number
of shares of EMC common stock to be issued will be
determined at the closing. Based on current market
conditions, the acquisition of McDATA is expected to be
accretive to EMC's earnings, adding 8-10 cents per share
in 1995. Completion of this transaction is subject to
several conditions, including appropriate regulatory
review and approval of McDATA's shareholders. Subject to
satisfaction of these conditions, the companies expect to
complete the transaction during the current quarter.
EMC plans to operate McDATA as a wholly owned
subsidiary. Jack McDonnell, McDATA President and CEO and
one of the company's founders, will continue in his
present role and report to Michael C. Ruettgers, EMC
President and CEO.
Based in Broomfield, Colorado, McDATA
Corporation is a privately held company specializing in
high-bandwidth networking solutions for large-scale
computing applications. Founded in 1982, McDATA has 150
employees and expects 1995 revenues to exceed $150
million. Its flagship product, the ESCON Director, is a
high-speed fiber-optic-based network switch designed to
connect computers and peripherals within today's data
center. Marketed by IBM Corporation under an exclusive
OEM agreement, the ESCON Director has enabled McDATA to
become the leading supplier of data center network
switching solutions. ESCON, or Enterprise Systems
Connection Architecture, is IBM's fiber-optic-based
channel architecture for high-speed data communications
between mainframe computers and associated peripheral
devices such as storage systems.
"This acquisition will position EMC to play an
even more critical role in helping customers establish
information-centric computing strategies, as the
processor-centric models of the past fade away," said
Ruettgers, EMC President and CEO. "McDATA's
communications expertise will help position EMC at the
center of the networked data center and open systems
worlds. We now have the opportunity to extend our market
leadership in intelligent storage to the network and
become the premier supplier of networked storage
solutions for the entire enterprise."
"McDATA Corporation is a successful company
with leading-edge technology, a strong management team,
impressive technical talent, and significant financial
strength," Ruettgers continued. "We believe McDATA's
strategy complements EMC's. Like EMC, McDATA's most
important technical expertise is in software. We expect
McDATA to accelerate our growth into new markets as well
as provide direct, immediate benefits to our revenue and
profitability."
McDATA President and CEO McDonnell said, "This
acquisition will enable EMC to capitalize on the
burgeoning market for data center and open systems
network switching solutions. McDATA's ESCON Director is
the leading fiber-optic-based switch on the mainframe
market today. EMC will benefit from McDATA's expertise
in networking. Our core competencies, developed over the
past 13 years, in high-bandwidth, high-speed connectivity
can be leveraged to exploit future opportunities."
"Several technology trends are converging to
drive the market for data center network switching
solutions," McDonnell continued. "These trends include
the explosion in storage capacity requirements; wide
recognition of the greater need for centralized
management of information; increased information sharing
and access; migration to open systems computing; demand
for higher-speed storage and retrieval solutions; and
changes in the nature of information. Collectively,
these trends point toward tremendous opportunities for
EMC and McDATA to join together and capitalize on."
Ruettgers noted, "EMC has pursued a strategy in
recent years of complementing its strong, internally
fueled growth with selected technology acquisitions that
leverage and extend our own technology and build upon our
presence in important, growing markets. This agreement
is consistent with our strategy."
EMC Corporation, based in Hopkinton, Mass., is
a world leader in enterprise-wide information storage and
retrieval technology, designing systems for mainframe,
midrange and open systems environments. The company has
offices worldwide and trades on the New York Stock
Exchange under the symbol EMC.
# # #
ESCON and Enterprise Systems Connection Architecture are
trademarks of IBM Corporation.
