<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report May 10, 1995
------------
EMC CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 1-9853 No. 04-2680009
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
171 South Street, Hopkinton, MA 01748
- --------------------------------------------------------------------------------
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (508) 435-1000
---------------------------
<PAGE>
Item 5. Other Events
- --------------------
At the Annual Meeting of Stockholders held on May 10, 1995, the
stockholders of the registrant approved the proposal to increase the number of
shares of authorized common stock, $.01 par value, from 330,000,000 shares to
500,000,000 shares. Exhibit 3.1 attached hereto is the Restated Articles of
Organization of EMC Corporation, including the Articles of Amendment authorizing
these additional shares of common stock.
Item 7. Financial Statements and Exhibits
- -----------------------------------------
(c) Exhibits.
3.1 Restated Articles of Organization of EMC Corporation, as amended.
SIGNATURES
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.
EMC CORPORATION
Date: May 26, 1995 By: /s/ Colin G. Patteson
---------------------------
Colin G. Patteson
Vice President
Chief Financial Officer and
Treasurer
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
---------- -----------
3.1 Restated Articles of Organization of EMC
Corporation, as amended.
<PAGE>
EXHIBIT 3.1
-----------
The Commonwealth of Massachusetts
MICHAEL JOSEPH CONNOLLY
Secretary of State
ONE ASHBURTON PLACE, BOSTON, MASS: 02108
FEDERAL IDENTIFICATION
RESTATED ARTICLES OF ORGANIZATION
NO. 04-2680009
-------------------
General Laws, Chapter 156B, Section 74
This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
restated articles of organization. The fee for filing this certificate is
prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the
Commonwealth of Massachusetts.
----------
We, Richard J. Egan , President/xxxxxx and
Samuel L. Black ,Clerk/xxxxxx of
EMC Corporation
- --------------------------------------------------------------------------------
(Name of Corporation)
located at 12 Mercer Road, Natick, Massachusetts 01760
---------------------------------------------------------------------
do hereby certify that the following restatement of the articles of organization
of the corporation was duly adopted by written consent dated October 31, 1984,
by vote of
5,500,000 shares of Common Stock out of 5,500,000 shares outstanding,
---------- ---------------- ----------
(Class of Stock)
shares of out of shares outstanding,
---------- ---------------- ----------
(Class of Stock)
and shares of out of shares outstanding,
---------- ---------------- ----------
(Class of Stock)
being at least two-thirds of each class of stock outstanding and entitled to
vote and of each class or series of stock adversely affected thereby:-
1. The name by which the corporation shall be known is:-
EMC Corporation
2. The purposes for which the corporation is formed are as follows:-
C [ ] (a) To develop, manufacture and sell computer peripheral and
P [X] enhancement equipment and related products and to engage in all
M [ ] other lawful business related thereto.
RA.[ ]
(b) To carry on any manufacturing, mercantile, selling, management,
service or other business, operation or activity which may
lawfully be carried on by a corporation organized under the
Business Corporation Law of The Commonwealth of Massachusetts,
whether or not related to those referred to in the foregoing
paragraph.
Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11
sheets of paper leaving a lefthand margin of at least 1 inch for
binding. Additions to more than one article may be continued on a
single sheet so long as each article requiring each such addition is
clearly indicated.
<PAGE>
3. The total number of shares and the par value, if any, of each class of
stock which the corporation is authorized to issue is as follows:
<TABLE>
<CAPTION>
WITHOUT PAR VALUE WITH PAR VALUE
----------------- --------------
CLASS OF STOCK NUMBER OF SHARES NUMBER OF SHARES PAR VALUE
- -------------- ---------------- ---------------- ---------
<S> <C> <C> <C>
Preferred
Common 12,500,000 $.01
</TABLE>
*4. If more than one class is authorized, a description of each of the
different classes of stock with, if any, the preferences, voting
powers, qualifications, special or relative rights or privileges as to
each class thereof and any series now established:
None
*5. The restrictions, if any, imposed by the articles of organization upon
the transfer of shares of stock of any class are as follows:
None
*6. Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution,
or for limiting, defining, or regulating the powers of the corporation,
or of its directors or stockholders, or of any class of stockholders:
See attached pages 6-A through 6-D
*If there are no such provisions, state "None".
<PAGE>
- -----------------------
Other Lawful Provisions
(a) The corporation may carry on any business, operation or activity
referred to in Article 2 to the same extent as might an individual, whether as
principal, agent, contractor or otherwise, and either alone or in conjunction or
a joint venture or other arrangement with any corporation, association, trust,
firm or individual.
(b) The corporation may carry on any business, operation or activity
throughout a wholly or partly owned subsidiary.
(c) The corporation may be a partner in any business enterprise which it
would have power to conduct by itself.
(d) The directors may make, amend or repeal the bylaws in whole or in
part, except with respect to any provision thereof which by law or the bylaws
requires action by the stockholders.
(e) Meetings of the stockholders may be held anywhere in the United
States.
(f) No stockholder shall have any right to examine any property or any
books, accounts or other writings of the corporation if there is reasonable
ground for belief that such examination will for any reason be adverse to the
interests of the corporation, and a vote of the directors refusing permission to
make such examination and setting forth that in the opinion of the directors
such examination would be adverse to the interests of the corporation shall be
prima facie evidence that such examination would be adverse to the interests of
the corporation. Every such examination shall be subject to such reasonable
regulations as the directors may establish in regard thereto.
(g) The directors may specify the manner in which the accounts of the
corporation shall be kept and may determine what constitutes net earnings,
profits and surplus, what amounts, if any, shall be reserved for any corporate
purpose, and what amounts, if any, shall be declared as dividends. Unless the
board of directors otherwise specifies, the excess of the consideration for any
share of its capital stock with par value issued by it over such par value shall
be paid-in surplus. The board of directors may allocate to capital stock less
than all of the consideration for any share of its capital stock without par
value issued by it, in which case the balance of such consideration shall be
paid-in surplus. All surplus shall be available for any corporate purpose,
including the payment of dividends.
6-A
<PAGE>
(h) The purchase or other acquisition or retention by the corporation of
shares of its own capital stock shall not be deemed a reduction of its capital
stock. Upon any reduction of capital or capital stock, no stockholder shall have
any right to demand any distribution from the corporation, except as and to the
extent that the stockholders shall have provided at the time of authorizing such
reduction.
(i) The directors shall have the power to fix from time to time their
compensation. No person shall be disqualified from holding any office by reason
of any interest. In the absence of fraud, any director, officer or stockholder
of this corporation individually, or any individual having any interest in any
concern which is a stockholder of this corporation, or any concern in which any
of such directors, officers, stockholders or individuals has any interest, may
be a party to, or may be pecuniarily or otherwise interested in, any contract,
transaction or other act of this corporation, and
(1) such contract, transaction or act shall not be in any way invalidated
or otherwise affected by that fact;
(2) no such director, officer, stockholder or individual shall be liable to
account to this corporation for any profit or benefit realized through
any such contract, transaction or act; and
(3) any such director of this corporation may be counted in determining the
existence of a quorum at any meeting of the directors or of any
committee thereof which shall authorize any such contract, transaction
or act, and may vote to authorize the same;
provided, however, that any contract, transaction or act in which any director
or officer of this corporation is so interested individually or as a director,
officer, trustee or member of any concern which is not a subsidiary or affiliate
of this corporation, or in which any directors or officers are so interested as
holders, collectively, of a majority of shares of capital stock or other
beneficial interest at the time outstanding in any concern which is not a
subsidiary or affiliate of this corporation, shall be duly authorized or
ratified by a majority of the directors who are not so interested, to whom the
nature of such interest has been disclosed and who have made any findings
required by law;
6-B
<PAGE>
the term "interest" including personal interest and interest as a director,
officer, stockholder, shareholder, trustee, member or beneficiary of any
concern;
the term "concern" meaning any corporation, association, trust,
partnership, firm, person or other entity other than this corporation; and
the phrase "subsidiary or affiliate" meaning a concern in which a majority
of the directors, trustees, partners or controlling persons is elected or
appointed by the directors of this corporation, or is constituted of the
directors or officers of this corporation.
To the extent permitted by law, the authorizing or ratifying vote of the holders
of a majority of the shares of each class of the capital stock of this
corporation outstanding and entitled to vote for directors at any annual meeting
or a special meeting duly called for the purpose (whether such vote is passed
before or after judgment rendered in a suit with respect to such contract,
transaction or act) shall validate any contract, transaction or act of this
corporation, or of the board of directors or any committee thereof, with regard
to all stockholders of this corporation, whether or not of record at the time of
such vote, and with regard to all creditors and other claimants under this
corporation; provided, however, that
A. with respect to the authorization or ratification of contracts,
transactions or acts in which any of the directors, officers or
stockholders of this corporation have an interest, the nature of such
contracts, transactions or acts and the interest of any director,
officer or stockholder therein shall be summarized in the notice of any
such annual or special meeting, or in a statement or letter
accompanying such notice, and shall be fully disclosed at any such
meeting;
B. the stockholders so voting shall have made any findings required by
law;
C. stockholders so interested may vote at any such meeting except to the
extent otherwise provided by law; and
D. any failure of the stockholders to authorize or ratify such contract,
transaction or act shall not be deemed in any way to invalidate the
same or to deprive this corporation, its directors, officers
6-C
<PAGE>
or employees of its or their right to proceed with such contract,
transaction or act.
No contract, transaction or act shall be avoided by reason of any provision of
this paragraph (i) which would be valid but for such provision or provisions.
(j) The corporation shall have all powers granted to corporations by the
laws of The Commonwealth of Massachusetts, provided that no such power shall
include any activity inconsistent with the Business Corporation Law or the
general laws of said Commonwealth.
6-D
<PAGE>
*We further certify that the foregoing restated articles of organization
effect no amendments to the articles of organization of the corporation as
heretofore amended, except amendments to the following articles
----------------
2, 5 and 6
- --------------------------------------------------------------------------------
(*If there are no such amendments, state "None".)
Briefly describe amendments in space below:
2. Article 2 has been amended to provide that the corporation's purposes
include the transaction of any lawful business.
5. The provisions of Article 5 relating to stock transfer restrictions have
been entirely deleted.
6. Article 6 was previously set forth as "None", but now sets forth a number of
provisions for corporate governance.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this 31st day of October in the year 1984
/s/ Richard J. Egan President
- --------------------------------------------------------------------
/s/ Samuel L. Black Clerk
- --------------------------------------------------------------------
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
RESTATED ARTICLES OF ORGANIZATION
(General Laws, Chapter 156B, Section 74)
I hereby approve the within restated articles
of organization and, the filing fee in the amount
of $375.00 having been paid, said articles are
deemed to have been filed with me this 13th day
of November, 1984.
/s/ Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF RESTATED ARTICLES OF ORGANIZATION TO BE SENT
TO:
Gregg Amber, Esq.
Ropes & Gray
..........................................................
225 Franklin Street
..........................................................
Boston, MA 02110
..........................................................
Telephone 423-6100
.................................................
Copy Mailed Dec 10, 1984
<PAGE>
The Commonwealth of Massachusetts
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, Secretary FEDERAL IDENTIFICATION
ONE ASHBURTON PLACE, BOSTON, MASS. 02108 NO. 04-2680009
----------------------
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.
----------
We, Richard J. Egan , President and
W. Paul Fitzgerald Assistant Clerk of
EMC Corporation
- --------------------------------------------------------------------------------
(Name of Corporation)
located at 12 Mercer Road, Natick, MA 01760
---------------------------------------------------------------------
do hereby certify that the following amendment to the articles of organization
of the corporation was duly adopted at a meeting held on February 26, 1986, by
vote of
10,680,000 shares of Common Stock out of 11,160,000 shares outstanding,
- --------------- ---------------- ----------
(Class of Stock)
shares of out of shares outstanding,
- --------------- ---------------- ----------
(Class of Stock)
and shares of out of shares outstanding,
------------ ---------------- ----------
(Class of Stock)
CROSS OUT being at least XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
INAPPLI- two-thirds of each class outstanding and entitled to vote thereon and
CABLE of each class or series of stock whose rights are adversely affected
CLAUSE thereby:-/1/
The Articles of Organization are amended by adding to Section 6 a new
subsection (K) as set forth on the next page.
C [ ]
P [ ]
M [ ]
/1/For amendments adopted pursuant to Chapter 156B, Section 70.
/2/For amendments adopted pursuant to Chapter 156B, Section 71.
Note: If the space provided under any Amendment or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11
sheets of paper leaving a left-hand margin of at least 1 inch for
binding. Additions to more than one Amendment may be continued on a
single sheet so long as each Amendment requiring each such addition is
clearly indicated.
<PAGE>
TO CHANGE the number of shares and the par value, if any, of each class of stock
within the corporation fill in the following:
The total presently authorized is:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
COMMON 12,500,000 $.01
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
PREFERRED
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
</TABLE>
CHANGE the total to:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
COMMON 40,000,000 $.01
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
PREFERRED
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
</TABLE>
<PAGE>
ATTACHMENT TO ARTICLES OF AMENDMENT OF
EMC CORPORATION DATED FEBRUARY 26, 1986
---------------------------------------
(k). Certain Business Combinations.
-----------------------------
(1) Special Voting Requirement for Certain Business Combinations. The
------------------------------------------------------------
approval or authorization of any Business Combination involving a Related Person
shall require the affirmative vote of the holders of not less than (i) 80
percent of the then outstanding shares of capital stock of the corporation
entitled to vote generally in the election of directors (the "Voting Stock"),
voting together as a single class, and (ii) 67 percent of such shares held by
Persons who are Disinterested Shareholders, voting together as a single class.
(2) Exceptions to Special Requirements. The requirements of Section (1) of
----------------------------------
this paragraph (k) shall not be applicable with respect to a particular Business
Combination if:
2.1 A majority of the Continuing Directors then in office have
(A) expressly approved in advance either the acquisition of outstanding
shares of stock, or the issue or sale by the corporation of shares of
stock, that caused the Related Person involved in such Business
Combination to become a Related Person, and
(B) determined in advance of such acquisition or issue or sale that
Section (1) of this paragraph (k) shall not be applicable to Business
Combinations with such Related Person; or
2.2. A majority of the Continuing Directors then in office have
approved such Business Combination; or
2.3. Each of the following conditions has been met with respect to
such Business Combination:
2.3.1. Condition as to Amount of Consideration to be Received by
---------------------------------------------------------
All Shareholders. The aggregate amount of the cash, and the Fair
-----------------
Market Value, as of the date of consummation of such Business
Combination, of the consideration other than cash (if any), to be
received per share by holders of each class or series of the capital
stock of the corporation in
<PAGE>
such Business Combination shall not be less than the greatest of
(A) an amount equal to the greater of (i) the highest price paid for any
share of such class or series by the Related Person involved in such
Business Combination or any Affiliate thereof during the period commencing
two years immediately prior to the date (the "Announcement Date") of the
first public announcement proposing such Business Combination and ending on
the Announcement Date, or (ii) the highest price paid in the transaction
which caused such Related Person to become a Related Person, or
(B) the greater of the Fair Market Value per share of such class or series
determined as of (i) the Announcement Date, or (ii) the date of the
transaction which caused such Related Person to become a Related Person, or
(iii) in the case of any class or series of the Preferred Stock of the
corporation, the highest preferential amount per share to which the holders
of such class or series are entitled in the event of any voluntary or
involuntary liquidation, dissolution, or winding up of the corporation.
The price paid for any share of such capital stock shall be the amount of cash
plus the Fair Market Value of any other consideration to be received therefor,
determined at the time of payment thereof. The price determined in accordance
with this Section 2.3.1 shall be subject to appropriate adjustment in the event
of any intervening stock dividend, stock split, combination of shares or similar
event with respect to such class or series. In the event of any Business
Combination in which the corporation survives, the phrase "consideration to be
received" as used in this Section 2.3 shall include the shares of capital stock
of the corporation retained by the holders of such shares.
2.3.2. Condition as to Form of Consideration to be Received by all
-----------------------------------------------------------
Shareholders. The consideration to be received by holders of a particular
------------
class or series of the capital stock of the corporation shall be cash or in
the same form as the Related Person or any Affiliate thereof previously
paid for shares of such class or series; provided, however, that if the
-------- -------
Related Person or any Affiliate thereof has paid for shares of any such
class or series with varying forms of consideration, the consideration for
such class or
- 2 -
<PAGE>
series shall be either cash or the form of consideration used to acquire
the largest number of shares of such class or series previously acquired by
such Related Person or any Affiliate thereof.
3. Definitions. For purposes of this paragraph (k):
-----------
3.1. The term "Business Combination" shall mean any transaction or other
arrangement meeting any of the following descriptions:
(A) any merger or consolidation of the corporation or any of its
Subsidiaries with or into (i) a Related Person or (ii) any other
corporation which is, or after such merger or consolidation would be, an
Affiliate of a Related Person;
(B) any sale, lease, exchange, transfer or other disposition (including
without limitation the creation of a mortgage or any other security
device), in one transaction or a series of transactions, of any substantial
part of the assets (including without limitation any voting securities of a
Subsidiary of the corporation) or earning power of the corporation, or of a
Subsidiary of the corporation, to a Related Person or an Affiliate of a
Related Person;
(C) any sale, lease, exchange, transfer or other disposition of any
substantial part of the assets or earning power of a Related person, or an
Affiliate of a Related Person, to the corporation or any of its
Subsidiaries;
(D) the issuance by the corporation (or any of its Subsidiaries) of any
securities of the corporation (or of any of its Subsidiaries) to a Related
Person or an Affiliate of a Related Person, other than under an employee
benefit plan approved (i) prior to January 1, 1986 or (ii) after December
31, 1985 by a majority of the Continuing Directors then in office;
(E) the acquisition by the corporation or any of its Subsidiaries of any
securities of a Related Person or of any Affiliate of a Related Person;
(F) any reclassification of securities (including any combination of
shares), or recapitalization of the corporation or any other transaction
(whether or not with or otherwise involving a Related Person or an
Affiliate thereof) which has the effect,
- 3 -
<PAGE>
directly or indirectly, of increasing the proportionate share of the
outstanding shares of any class of equity or convertible securities of the
corporation or any of its Subsidiaries which is directly or indirectly
owned by any Related Person or any Affiliate of any Related Person;
(G) any transaction (including a merger or consolidation of the corporation
with or into any of its Subsidiaries) as a result of which the provisions
of this paragraph (k) or substantially equivalent provisions would
thereafter cease to be in effect; or
(H) any agreement, contract or other arrangement providing for any of the
foregoing transactions.
3.2. The term "Related Person" shall include any individual, corporation,
association, partnership, joint venture, trust, organization, business or
government or any governmental agency or political subdivision thereof (each of
the foregoing constituting a "Person") that together with its Affiliates owns in
the aggregate 10% or more of the outstanding shares of the corporation's capital
stock; provided, however, that none of the corporation, or any employee benefit
-------- -------
plan of the corporation, or any trustee thereof acting in such capacity, shall
be a "Related person" for any purpose of this paragraph (k).
3.3. The term "substantial part", with respect to the assets or earning
power of any Person, shall mean assets or earning power aggregating more than
50% of the assets (taken at asset value as stated on the books of such Person
and determined in accordance with generally accepted accounting principals
consistently applied) or earning power of such Person (on an individual basis)
or such Person and its Subsidiaries (or a consolidated basis).
3.4. A Person shall be deemed to own any Common Stock:
(A) of which such Person would be the beneficial owner, within the
meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission
(the "Commission") under the Securities Exchange Act of 1934, as amended
(the "Act"), as such Rule was in effect on December 31, 1985; or
(B) of which such Person would be the beneficial owner, within the
meaning of Section 16
- 4 -
<PAGE>
of the Act and the rules of the Commission promulgated thereunder, as in
effect on December 31, 1985; or
(C) which such Person or any of its Affiliates has the right to
acquire (whether such right is exercisable immediately or only after the
passage of time), pursuant to any agreement, arrangement or understanding
or upon the exercise of conversion rights, exchange rights, warrants or
options, or otherwise; or
(D) in the case of an individual, which such Person's relatives of the
fourth degree of consanguinity or closer own, or would be deemed to own,
pursuant to this provision.
3.5. The term "Continuing Director" shall mean any director of the
corporation who (A) is not an Affiliate of a Related Person and (B) either was
(i) a member of the Board of Directors of the corporation on February 26, 1986
or (ii) is recommended for his or her initial term of office by a majority of
Continuing Directors in office at the time of such recommendation.
3.6. The term "Affiliate", with respect to any Person, shall mean any
other Person who is, or would be deemed to be, an "affiliate" or "associate" of
such Person within the respective meanings ascribed to those terms in Rule 12b-2
promulgated by the Commission under the Act, as such Rule was in effect on
December 31, 1985.
3.7. The term "Subsidiary" shall mean any Person of which the corporation
(or other specified parent) shall at the time own, directly or indirectly
through a Subsidiary, at least 50% of the outstanding shares of capital stock
(or other shares of beneficial interest) entitled to vote generally, or holds at
least 50% of the partnership or similar interests.
3.8. The term "Disinterested Shareholder" shall mean any holder of
outstanding shares of the corporation's capital stock who is not a Related
Person or an Affiliate of a Related Person.
3.9. The term "Fair Market Value" shall mean: (A) in the case of a
security, the highest Closing Price with respect to such security during the
30-day period immediately preceding the date in question and (B) in the case of
property other than cash or securities, the fair market value of such property
on the date in
- 7 -
<PAGE>
question as determined by the Board of Directors of the corporation in good
faith (which determination shall be conclusive on all concerned if approved
by a majority of the Continuing Directors then in office). For purposes of
this Section 3.9, the "Closing Price" of any security on any business day
shall be the last sale price, regular way, in respect to such security, or,
in case no such sale takes place on such day, the average of the closing
bid and asked prices, regular way, with respect to such security, in either
case as reported in the principal consolidated transaction reporting system
with respect to securities listed or admitted to trading on the New York
Stock Exchange; or, if such security is not listed or admitted to trading
on the New York Stock Exchange, as reported in the principal consolidated
transaction reporting system with respect to securities listed on the
principal national securities exchange on which such security is listed or
admitted to trading; or, if such security is not so listed or admitted to
trading, the last quoted price with respect to such security, or, if not so
quoted, the average of the high bid and low asked prices in the over-the-
counter market with respect to such security, as reported by the National
Association of Securities Dealers, Inc. Automated Quotation System or such
other similar system then in use; or, if on any such date such security is
not quoted by any such organization, the average of the closing bid and
asked prices with respect to such security, as furnished by a professional
market maker making a market in such security selected by the Board of
Directors of the Company in good faith; or, if no such market is available,
the fair market value of such security as of such day as determined in good
faith by the Board of Directors of the corporation (which determination
shall be conclusive on all concerned if approved by a majority of the
Continuing Directors then in office).
(4) Amendment. This paragraph (k) (including the provisions set forth in
---------
this Section (4) may not be amended in any respect or repealed, unless such
action is approved by the affirmative vote of the holders of at least 80 percent
of the outstanding shares of the corporation's capital stock entitled to vote in
an election of directors, voting as a single class provided, however, that if
-------- -------
there is a Related Person, such action must also be approved by the affirmative
vote of holders of 67 percent of such shares held by Disinterested Stockholders.
- 6 -
<PAGE>
The foregoing amendment will become effective when these articles of amendment
are filed in accordance with Chapter 156B, Section 6 of The General Laws unless
these articles specify, in accordance with the vote adopting the amendment, a
later effective date not more than thirty days after such filing, in which event
the amendment will become effective on such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed
our names this 26th day of February, in the year 1986.
/s/ Richard J. Egan President
- ---------------------------------------------------------------------
/s/ W. Paul Fitzgerald Assistant Clerk
- ---------------------------------------------------------------
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles of amendment
and, the filing fee in the amount of $13,825.00
having been paid, said articles are deemed to have
been filed with me this 26th day of February, 1986.
/s/ Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF AMENDMENT TO BE SENT
TO:
Steven E. Asher, Esq.
.......................................
Ropes & Gray
.......................................
225 Franklin Street
.......................................
Boston, Massachusetts 02110
.......................................
Telephone 423-6100
..............................
<PAGE>
FORM CD-72-30M-3/83-172595
/s/
- ----------
Examiner
The Commonwealth of Massachusetts
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
FEDERAL IDENTIFICATION
NO. 04-2680009
---------------
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.
----------
We, Richard J. Egan , President and
W. Paul Fitzgerald Assistant Clerk of
EMC Corporation
- --------------------------------------------------------------------------------
(Name of Corporation)
located at 12 Mercer Road, Natick, Massachusetts 01760
---------------------------------------------------------------------
do hereby certify that the following amendment to the articles of organization
of the corporation was duly adopted this meeting held on April 2, 1986, by vote
of 10,340,000 shares of Common Stock out of 11,160,000 shares outstanding,
---------- ---------------- ----------
(Class of Stock)
shares of out of shares outstanding,
---------- ---------------- ----------
(Class of Stock)
and shares of out of shares outstanding,
---------- ---------------- ----------
(Class of Stock)
being at least XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
two-thirds of each class outstanding and entitled to
CROSS OUT vote thereon and of each class or series of stock
INAPPLICABLE whose rights are adversely affected thereby:-"
CLAUSE
The Articles of Organization are amended by deleting Section 6(k) thereof.
C [ ]
P [ ]
M [ ]
/1/For amendments adopted pursuant to Chapter 156B, Section 70.
/2/For amendments adopted pursuant to Chapter 156B, Section 71.
Note: If the space provided under any Amendment or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11
sheets of paper leaving a left-hand margin of at least 1 inch for
binding. Additions to more than one Amendment may be continued on a
single sheet so long as each Amendment requiring each such addition is
clearly indicated.
<PAGE>
TO CHANGE the number of shares and the par value, if any, of each class of stock
within the corporation fill in the following:
The total presently authorized is:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
COMMON
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
PREFERRED
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
</TABLE>
CHANGE the total to:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
COMMON
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
PREFERRED
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
</TABLE>
<PAGE>
The foregoing amendment will become effective when these articles of amendment
are filed in accordance with Chapter 156B, Section 6 of The General Laws unless
these articles specify, in accordance with the vote adopting the amendment, a
later effective date not more than thirty days after such filing, in which event
the amendment will become effective on such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed
our names this 2nd day of April, in the year 1986.
/s/ Richard J. Egan President
- ---------------------------------------------------------------------
/s/ W. Paul Fitzgerald Assistant Clerk
- ---------------------------------------------------------------
<PAGE>
[STAMP APPEARS HERE]
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles of amendment
and, the filing fee in the amount of $75.00
having been paid, said articles are deemed to have
been filed with me this 2nd day of April, 1986.
/s/ Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF AMENDMENT TO BE SENT
TO:
Steven E. Asher, Esq.
.......................................
Ropes & Gray
.......................................
225 Franklin St.
.......................................
Boston, MA 02110
.......................................
Telephone (617) 423-6100
..............................
<PAGE>
The Commonwealth of Massachusetts
MICHAEL JOSEPH CONNOLLY
Secretary of State
ONE ASHBURTON PLACE, BOSTON, MASS. 02108 FEDERAL IDENTIFICATION
---------------O--------------- NO. 04-2680009
-------------------
CERTIFICATE OF CORRECTION
General Laws, Chapter 156B, Section 6A
Certificate of Correction of Articles of Amendment
----------------------------------------------------
(title of document to be corrected)
of
EMC Corporation
- --------------------------------------------------------------------------------
(name of corporation)
It is hereby certified that:
1. The name of the corporation (hereinafter called the "corporation") is
EMC Corporation
-----------------------------------------------------------------------
2. The Articles of Amendment of the corporation,
-----------------------------------------------
(title of document to be corrected)
which was filed with the Secretary of the Commonwealth on May 13, 1987,
------------
is hereby corrected.
3. The inaccuracy or defect to be corrected in said document is as
follows:
The date on which the shareholder vote adopting the amendment and on
which the Articles were signed is stated to be May 8, 1987; the correct
date is May 12, 1987.
4. The portion of the document in corrected form is as follows:
1. "We, Richard J. Egan, President and Edward J. Cutter, Assistant Clerk of EMC
Corporation do hereby certify that the following amendment to the Articles of
Organization of the Corporation was duly adopted at a meeting held on May 12,
1987, by vote of 12,263,565 shares of Common Stock out of 14,577,948
outstanding,..."
2. "IN WITNESS WHEREOF AND UNDER PENALTIES OF PERJURY, we have hereto signed our
names this 12th day of May in the year 1987."
IN WITNESS WHEREOF AND UNDER PENALTIES OF PERJURY, we have hereto signed our
names this ______________________ day of ________________ in the year 19__.
/s/ W. Paul Fitzgerald President/Vice President
----------------------------------------------
/s/ Edward J. Cutter Clerk/Assistant Clerk
--------------------------------------------------
<PAGE>
The Commonwealth of Massachusetts
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
ARTICLES OF AMENDMENT FEDERAL IDENTIFICATION
NO. 04-2680009
----------------------
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.
----------
We, Richard J. Egan , President and
Edward J. Cutter Assistant Clerk of
EMC Corporation
- --------------------------------------------------------------------------------
(Name of Corporation)
located at 171 South Street, Hopkinton, Massachusetts 01748
---------------------------------------------------------------------
do hereby certify that the following amendment to the articles of organization
of the corporation was duly adopted at a meeting held on May 8, 1987, by vote of
13,263,565 shares of Common Stock out of 14,577,948 shares outstanding,
- --------------- ---------------- ----------
(Class of Stock)
shares of out of shares outstanding,
- --------------- ---------------- ----------
(Class of Stock)
and shares of out of shares outstanding,
------------ ---------------- ----------
(Class of Stock)
CROSS OUT being at least XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
INAPPLI- two-thirds of each class outstanding and entitled to vote thereon and
CABLE of each class or series of stock whose rights are adversely affected
CLAUSE thereby:-/1/
The Articles of Organization are amended by adding to Article 6 a new
Article 6(k) as set forth on page 1a attached hereto.
C [ ]
P [ ] /1/For amendments adopted pursuant to Chapter 156B, Section 70.
M [ ] /2/For amendments adopted pursuant to Chapter 156B, Section 71.
R.A. [ ]
Note: If the space provided under any Amendment or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11
sheets of paper leaving a left-hand margin of at least 1 inch for
binding. Additions to more than one Amendment may be continued on a
single sheet so long as each Amendment requiring each such addition is
clearly indicated.
<PAGE>
TO CHANGE the number of shares and the par value, if any, of each class of stock
within the corporation fill in the following:
The total presently authorized is:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
COMMON
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
PREFERRED
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
</TABLE>
CHANGE the total to:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
COMMON
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
PREFERRED
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
</TABLE>
<PAGE>
Page 1a to EMC CORPORATION
ARTICLES OF AMENDMENT
(k). No director of the corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director to the extent provided by applicable law notwithstanding
any provision of law imposing such liability; provided, however, that to the
extent, and only to the extent, required by Section 13(b)(1 1/2) or any
successor provision of the Massachusetts Business Corporation Law, this
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under sections 61 or 62 of the
Massachusetts Business Corporation Law, or (iv) for any transaction from which
the director derived an improper personal benefit. This provision shall not be
construed in any way so as to impose or create liability. The foregoing
provisions of this Article 6(k) shall not eliminate the liability of a director
for any act or omission occurring prior to the date on which this Article 6(k)
becomes effective. No amendment to or repeal of this Article 6(k) shall apply to
or have any effect on the liability or alleged liability of any director of the
corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.
<PAGE>
The foregoing amendment will become effective when these articles of amendment
are filed in accordance with Chapter 156B, Section 6 of The General Laws unless
these articles specify, in accordance with the vote adopting the amendment, a
later effective date not more than thirty days after such filing, in which event
the amendment will become effective on such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed
our names this Eighth day of May, in the year 1987.
/s/ Richard J. Egan President
- ---------------------------------------------------------------------
/s/ Edward J. Cutter Assistant Clerk
- ---------------------------------------------------------------
<PAGE>
[STAMP APPEARS HERE]
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles of amendment
and, the filing fee in the amount of $75.00
having been paid, said articles are deemed to have
been filed with me this 13th day of May, 1987.
/s/ Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF AMENDMENT TO BE SENT
TO:
Steven E. Asher, Esq.
.......................................
Ropes & Gray
.......................................
225 Franklin Street
.......................................
Boston, Massachusetts 02110
.......................................
Telephone (617) 423-6100
..............................
Copy Mailed
<PAGE>
The Commonwealth of Massachusetts
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
FEDERAL IDENTIFICATION
ARTICLES OF AMENDMENT NO. 04-2680009
----------------------
General Laws, Chapter 156B, Section 72
We, Michael C. Ruettgers , President and
Paul T. Dacier Assistant Clerk of
EMC Corporation
- --------------------------------------------------------------------------------
(EXACT Name of Corporation)
located at: 171 South St., Hopkinton, MA 01748-9103
---------------------------------------------------------------------
(MASSACHUSETTS Address of Corporation)
do hereby certify that these ARTICLES OF AMENDMENT affecting Articles NUMBERED:
3
- --------------------------------------------------------------------------------
(Number those articles 1,2,3,4,5 and/or 6 being amended hereby)
of the Articles of Organization were duly adopted at a meeting held on May 13,
1992, by vote of:
21,488,216 shares of Common out of 25,411,335 shares outstanding,
- --------------- ---------------- ----------
type, class &
series, (if any)
shares of out of shares outstanding,
- --------------- ---------------- ----------
type, class &
series, (if any)
and shares of out of shares outstanding,
------------ ---------------- ----------
type, class &
series, (if any)
CROSS OUT being at least a majority of each type, class or series outstanding
INAPPLI- and entitled to vote thereon:-/1/
CABLE
CLAUSE
C [ ]
P [ ] /1/For amendments adopted pursuant to Chapter 156B, Section 70.
M [ ] /2/For amendments adopted pursuant to Chapter 156B, Section 71.
R.A. [ ]
Note: If the space provided under any Amendment or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11
sheets of paper leaving a left-hand margin of at least 1 inch for
binding. Additions to more than one Amendment may be continued on a
single sheet so long as each Amendment requiring each such addition is
clearly indicated.
<PAGE>
To CHANGE the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- ------------------------------------- -------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ------------------------------------- -------------------------------------
COMMON: COMMON: 40,000,000 $.01
..................................... .....................................
..................................... .....................................
- ------------------------------------- -------------------------------------
PREFERRED: PREFERRED:
..................................... .....................................
..................................... .....................................
- ------------------------------------- -------------------------------------
CHANGE the total authorized to:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- ------------------------------------- -------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ------------------------------------- -------------------------------------
COMMON: COMMON: 60,000,000 $.01
..................................... .....................................
..................................... .....................................
- ------------------------------------- -------------------------------------
PREFERRED: PREFERRED:
..................................... .....................................
..................................... .....................................
- ------------------------------------- -------------------------------------
<PAGE>
The foregoing amendment will become effective when these articles of amendment
are filed in accordance with Chapter 156B, Section 6 of The General Laws unless
these articles specify, in accordance with the vote adopting the amendment, a
later effective date not more than thirty days after such filing, in which event
the amendment will become effective on such later date.
EFFECTIVE DATE:
-----------------------------------------------------------------
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereunto signed
our names this 22nd day of May, in the year 1992.
/s/ Michael C. Ruettgers President
- ---------------------------------------------------------------------
/s/ Paul T. Dacier Assistant Clerk
- ---------------------------------------------------------------
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
GENERAL LAWS, CHAPTER 156B, SECTION 72
================================================================================
I hereby approve the within articles of amendment and, the filing fee in
the amount of $20,000 having been paid, said articles are deemed to have been
filed with me this 19th day of June 1992.
/s/ Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT
TO: Paul Dacier, Esq.
------------------------------------------
EMC Corporation
------------------------------------------
171 South Street
------------------------------------------
Hopkinton, MA 01748-9103
------------------------------------------
Telephone: (508) 435-1000
--------------------------------
<PAGE>
The Commonwealth of Massachusetts
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
FEDERAL IDENTIFICATION
ARTICLES OF AMENDMENT NO. 04-2680009
----------------------
General Laws, Chapter 156B, Section 72
We, Michael C. Ruettgers , President and
Paul T. Dacier Assistant Clerk of
EMC Corporation
- --------------------------------------------------------------------------------
(EXACT Name of Corporation)
located at: 171 South Street, Hopkinton, Massachusetts 01748
---------------------------------------------------------------------
(MASSACHUSETTS Address of Corporation)
do hereby certify that these ARTICLES OF AMENDMENT affecting Articles NUMBERED:
3
- --------------------------------------------------------------------------------
(Number those articles 1,2,3,4,5 and/or 6 being amended hereby)
of the Articles of Organization were duly adopted at a meeting held on May 12,
1993, by vote of:
30,580,554 shares of Common Stock out of 43,231,192 shares outstanding,
- --------------- ---------------- -------------
type, class &
series, (if any)
------------- shares of -------------- out of -------- shares outstanding,
- --------------- ---------------- ----------
type, class &
series, (if any)
and ---------- shares of -------------- out of -------- shares outstanding,
------------ ---------------- ----------
type, class &
series, (if any)
CROSS OUT being at least a majority of each type, class or series outstanding
INAPPLI- and entitled to vote thereon:-/1/
CABLE
CLAUSE
[ ]
[ ] /1/For amendments adopted pursuant to Chapter 156B, Section 70.
[ ] /2/For amendments adopted pursuant to Chapter 156B, Section 71.
[ ]
Note: If the space provided under any Amendment or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11
sheets of paper leaving a left-hand margin of at least 1 inch for
binding. Additions to more than one Amendment may be continued on a
single sheet so long as each Amendment requiring each such addition is
clearly indicated.
<PAGE>
To CHANGE the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- ------------------------------------- -------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ------------------------------------- -------------------------------------
COMMON: COMMON: 60,000,000 $.01
..................................... .....................................
..................................... .....................................
- ------------------------------------- -------------------------------------
PREFERRED: PREFERRED:
..................................... .....................................
..................................... .....................................
- ------------------------------------- -------------------------------------
CHANGE the total authorized to:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- ------------------------------------- -------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ------------------------------------- -------------------------------------
COMMON: COMMON: 150,000,000 $.01
..................................... .....................................
..................................... .....................................
- ------------------------------------- -------------------------------------
PREFERRED: PREFERRED:
..................................... .....................................
..................................... .....................................
- ------------------------------------- -------------------------------------
<PAGE>
The foregoing amendment will become effective when these articles of amendment
are filed in accordance with Chapter 156B, Section 6 of The General Laws unless
these articles specify, in accordance with the vote adopting the amendment, a
later effective date not more than thirty days after such filing, in which event
the amendment will become effective on such later date.
EFFECTIVE DATE:
-----------------------------------------------------------------
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereunto signed
our names this 12th day of May, in the year 1993.
/s/ Michael C. Ruettgers President
- ---------------------------------------------------------------------
/s/ Paul T. Dacier Assistant Clerk
- ---------------------------------------------------------------
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
GENERAL LAWS, CHAPTER 156B, SECTION 72
================================================================================
I hereby approve the within articles of amendment and, the filing fee in
the amount of $90,000 having been paid, said articles are deemed to have been
filed with me this 12th day of May 1993.
/s/ Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT
TO: Paul T. Dacier, Esquire
------------------------------------------
Vice President and General Counsel
EMC Corporation
------------------------------------------
171 South Street
Hopkinton, MA 01748
------------------------------------------
Telephone: (508) 435-1000 X2250
--------------------------------
<PAGE>
The Commonwealth of Massachusetts
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL J. CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
FEDERAL IDENTIFICATION
ARTICLES OF AMENDMENT NO. 04-2680009
----------------------
General Laws, Chapter 156B, Section 72
We, Michael C. Ruettgers , President and
Paul T. Dacier Assistant Clerk of
EMC Corporation
- --------------------------------------------------------------------------------
(EXACT Name of Corporation)
located at: 171 South Street, Hopkinton, Massachusetts 01748
---------------------------------------------------------------------
(MASSACHUSETTS Address of Corporation)
do hereby certify that these ARTICLES OF AMENDMENT affecting Articles NUMBERED:
3 & 4
- --------------------------------------------------------------------------------
(Number those articles 1,2,3,4,5 and/or 6 being amended hereby)
of the Articles of Organization were duly adopted at a meeting held on Nov.
17, 1993, by vote of:
77,186,366 shares of Common out of 92,479,491 shares outstanding, 1*
- ------------ ---------------- ----------
type, class &
series, (if any)
61,713,173 shares of Common out of 92,479,491 shares outstanding, 2**
- ------------ ---------------- ----------
type, class &
series, (if any)
and shares of out of shares outstanding,
------------ ---------------- ----------
type, class &
series, (if any)
CROSS OUT 1* being at least a majority of each type, class or series
INAPPLI- outstanding and entitled to vote thereon:-/1/
CABLE
CLAUSE 2**being at least two-thirds of each type, class or series
outstanding and entitled to vote thereon and of each type, class
or series of stock whose rights are adversely affected thereby.-
/2/
1* To increase the authorized Common Stock
2* To authorize Preferred Stock.
C [ ]
P [ ] /1/For amendments adopted pursuant to Chapter 156B, Section 70.
M [ ] /2/For amendments adopted pursuant to Chapter 156B, Section 71.
R.A. [ ]
Note: If the space provided under any Amendment or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11
sheets of paper leaving a left-hand margin of at least 1 inch for
binding. Additions to more than one Amendment may be continued on a
single sheet so long as each Amendment requiring each such addition is
clearly indicated.
<PAGE>
To CHANGE the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- ------------------------------------- -------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ------------------------------------- -------------------------------------
COMMON: COMMON: 150,000,000 $.01
..................................... .....................................
..................................... .....................................
- ------------------------------------- -------------------------------------
PREFERRED: PREFERRED: -0-
..................................... .....................................
..................................... .....................................
- ------------------------------------- -------------------------------------
CHANGE the total authorized to:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- ------------------------------------- -------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ------------------------------------- -------------------------------------
COMMON: COMMON: 330,000,000 $.01
..................................... .....................................
..................................... .....................................
- ------------------------------------- -------------------------------------
PREFERRED: PREFERRED: 25,000,000 $.01
..................................... .....................................
..................................... .....................................
- ------------------------------------- -------------------------------------
<PAGE>
ATTACHMENT TO ARTICLES
OF AMENDMENT TO THE
EMC ARTICLES OF ORGANIZATION DATED
NOVEMBER 17, 1993
ARTICLE 4
The total number of shares of all classes of capital stock which the
Company shall be authorized to issue is 355,000,000 shares, consisting of
330,000,000 shares of common stock, $.01 par value per share (the "Common
Stock"), and 25,000,000 shares of preferred stock, $.01 par value per share (the
"Series Preferred Stock").
Common Stock
The holders of the Common Stock shall have the exclusive right to vote for
the election of directors and on all other matters requiring action by the
stockholders or submitted to the stockholders for action, except as may be
determined by votes of the directors pursuant to Article 4 hereof or as may
otherwise be required by law, and each share of the Common Stock shall entitle
the holder thereof to one vote.
The holders of the Common Stock shall be entitled to receive, to the extent
permitted by law, such dividends as may from time to time be declared by the
directors.
Upon any voluntary or involuntary liquidation, dissolution or winding up
of the Company, the holders of the Common Stock shall be entitled to receive the
net assets of the Company, after the Company shall have satisfied or made
provision for its debts and obligations and for payment to the holders of shares
of any class or series having preferential rights to receive distributions of
the net assets of the Company.
Preferred Stock
The shares of Series Preferred Stock may be issued from time to time in one
or more series. The directors may determine, in whole or in part, the
preferences, voting powers, qualifications and special or relative rights or
privileges, if any, of any such series before the issuance of any shares of that
series; provided, however, that if and to the extent that shares of any series
have voting rights, such rights shall not be in excess of the greater of (i) one
vote per share of such series or (ii) if the shares of such series are
convertible into shares of Common Stock, such number of votes per share as
equals the number of shares of Common Stock into which one share of such series
is at the time of such vote convertible. The directors shall determine the
number of shares constituting such series of Series Preferred Stock and each
series shall have a distinguishing designation.
<PAGE>
The foregoing amendment will become effective when these articles of amendment
are filed in accordance with Chapter 156B, Section 6 of The General Laws unless
these articles specify, in accordance with the vote adopting the amendment, a
later effective date not more than thirty days after such filing, in which event
the amendment will become effective on such later date.
LATER EFFECTIVE DATE:
-----------------------------------------------------------
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereunto signed
our names this 17th day of November, in the year 1993.
/s/ Michael C. Ruettgers President
- ---------------------------------------------------------------------
/s/ Paul T. Dacier Assistant Clerk
- ---------------------------------------------------------------
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
GENERAL LAWS, CHAPTER 156B, SECTION 72
================================================================================
I hereby approve the within articles of amendment and, the filing fee in
the amount of $205,100.00 having been paid, said articles are deemed to have
been filed with me this 17th day of November 1993.
/s/ Michael Joseph Connolly
MICHAEL J. CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT
TO: Paul T. Dacier, Esq.
------------------------------------------
Vice President and
General Counsel
------------------------------------------
EMC Corporation
171 South Street
------------------------------------------
Hopkinton, MA 01748
Telephone: (508) 435-1000 X2250
--------------------------------
<PAGE>
FEDERAL IDENTIFICATION
NO. 04-2680009
----------------------
The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
Corporations Division
One Ashburton Place, Boston, MA 02108-1512
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
We, Michael C. Ruettgers , President
Paul T. Dacier Assistant Clerk of
EMC Corporation
- --------------------------------------------------------------------------------
(EXACT Name of Corporation)
located at: 171 South Street, Hopkinton, Massachusetts 01748
---------------------------------------------------------------------
(MASSACHUSETTS Address of Corporation)
do hereby certify that these ARTICLES OF AMENDMENT affecting Articles NUMBERED:
3
- --------------------------------------------------------------------------------
(Number those articles 1,2,3,4,5 and/or 6 being amended hereby)
of the Articles of Organization were duly adopted at a meeting held on May 10,
1995, by vote of:
163,841,815 shares of Common out of 213,268,346 shares outstanding,
- --------------- ---------------- -------------
type, class &
series, (if any)
------------- shares of -------------- out of -------- shares outstanding,
- --------------- ---------------- ----------
type, class &
series, (if any)
and ---------- shares of -------------- out of -------- shares outstanding,
------------ ---------------- ----------
type, class &
series, (if any)
CROSS OUT being at least a majority of each type, class or series outstanding
INAPPLI- and entitled to vote thereon:-/1/
CABLE
CLAUSE
C [ ]
P [ ] /1/For amendments adopted pursuant to Chapter 156B, Section 70.
M [ ] /2/For amendments adopted pursuant to Chapter 156B, Section 71.
R.A. [ ]
Note: If the space provided under any Amendment or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11
sheets of paper leaving a left-hand margin of at least 1 inch for
binding. Additions to more than one Amendment may be continued on a
single sheet so long as each Amendment requiring each such addition is
clearly indicated.
<PAGE>
To CHANGE the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- ------------------------------------- -------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ------------------------------------- -------------------------------------
COMMON: COMMON: 330,000,000 $.01
..................................... .....................................
..................................... .....................................
- ------------------------------------- -------------------------------------
PREFERRED: PREFERRED: 25,000,000 $.01
..................................... .....................................
..................................... .....................................
- ------------------------------------- -------------------------------------
CHANGE the total authorized to:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- ------------------------------------- -------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ------------------------------------- -------------------------------------
COMMON: COMMON: 500,000,000 $.01
..................................... .....................................
..................................... .....................................
- ------------------------------------- -------------------------------------
PREFERRED: PREFERRED: 25,000,000 $.01
..................................... .....................................
..................................... .....................................
- ------------------------------------- -------------------------------------
<PAGE>
The foregoing amendment will become effective when these articles of amendment
are filed in accordance with Chapter 156B, Section 6 of The General Laws unless
these articles specify, in accordance with the vote adopting the amendment, a
later effective date not more than thirty days after such filing, in which event
the amendment will become effective on such later date.
LATER EFFECTIVE DATE:
-----------------------------------------------------------
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereunto signed
our names this 10th day of May, in the year 1995.
/s/ Michael C. Ruettgers President
- ---------------------------------------------------------------------
/s/ Paul T. Dacier Assistant Clerk
- ---------------------------------------------------------------
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
GENERAL LAWS, CHAPTER 156B, SECTION 72
================================================================================
I hereby approve the within articles of amendment and, the filing fee in
the amount of $ having been paid, said articles are deemed to have been
filed with me this day of 19 .
William Francis Galvin
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT
TO: Paul T. Dacier, Esq.
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Vice President and General Counsel
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EMC Corporation
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171 South Street, Hopkinton, Massachusetts 01748
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Telephone: (508) 435-1000
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