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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 April 24, 1996
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EMC CORPORATION
(Exact name of registrant as specified in its charter)
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Massachusetts 1-9853 No. 04-2680009
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
171 South Street, Hopkinton, MA 01748
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (508) 435-1000
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Item 5. Other Events
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In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, EMC Corporation ("EMC" or the "Company") is
hereby filing a cautionary statement identifying important factors that could
cause the Company's actual results to differ materially from those projected in
forward looking statements of the Company made by, or on behalf of the Company.
Item 7. Financial Statements and Exhibits
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The following is filed as an Exhibit to this Report.
Exhibit:
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99.1 Cautionary Statement for Purposes of the "Safe Harbor"
Provisions of the Private Securities Litigation Reform Act
of 1995.
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: April 24, 1996 By: /s/ Colin G. Patteson
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Colin G. Patteson
Vice President, Chief Financial
Officer and Treasurer
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CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
EMC may from time to time make forward-looking public statements concerning the
Company. Such statements may include, but not be limited to, expected future
revenues or earnings or project plans, performance, product development, product
release or product shipments, projections of market share, industry pricing or
asset management, as well as other estimates relating to future operations. All
such forward-looking statements are necessarily only estimates of future
results, and there can be no assurance that actual results will not materially
differ from expectations.
Factors that could cause actual results to differ materially from those
estimates in forward-looking statements include, but are not limited, to the
following:
. the historic and recurring "hockeystick" pattern of the Company's sales by
which a disproportionate percentage of a quarter's total sales occur in the
last month and weeks and days of each quarter, making prediction of
revenues and earnings especially difficult and resulting in substantial
risk of variance of actual results from those forecast at any time prior to
or near the quarter's close;
this pattern of sales is itself believed to be the result of many factors
including the significant size of EMC's average product price in relation
to its customer's budgets, resulting in long lead time for customers'
budgetary approval, which tends to be given late in a quarter; the tendency
of customers to wait until late in a quarter to commit to purchase in the
hope of obtaining more favorable pricing from one or more competitors
seeking their business; and, at times, seasonal influences as well as the
fourth quarter influence of customers' spending their remaining capital
budget authorization prior to new budget constraints in the next year's
first quarter;
. the Company's backlog at any particular time is not necessarily indicative
of future sales levels. This is because the Company manufactures its
products on the basis of its forecast of near-term demand and maintains
inventory in advance of receipt of firm orders from customers; orders are
generally shipped by the Company shortly after receipt of the order; and
customers may reschedule orders with little or no penalty;
. EMC's partial reliance on indirect channels of distribution, which
materially reduces the visibility to management of potential orders;
. many of the Company's products are marketed in conjunction with the
products of other vendors, and the Company plans to continue its strategy
of developing key strategic relationships. There can be no assurance that
the Company will be successful in its ongoing strategic partnerships or
that the Company will be able to find further suitable business
relationships as it develops new products. Any failure to continue or
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expand such relationships could have a material adverse effect on the
Company's business, financial condition and results of operation;
there can be no assurance that the Company's distributors and strategic
partners, many of which have significantly greater financial and marketing
resources than the Company, will not develop and market products in
competition with the Company in the future, discontinue their relationships
with the Company, or form competing arrangements with the Company's
competitors;
. extreme competition in the computer data storage industry. EMC competes
with many companies, including International Business Machines Corporation
(''IBM''), certain of which have substantially greater financial and
technological resources, larger distribution capabilities, earlier access
to customers and greater overall customer loyalty than EMC. Additionally, a
significant number of EMC's products are designed to be fully compatible
with IBM computers and IBM operating systems. As a result, EMC's business
may be adversely affected by, among other factors, modifications in the
design or configuration of IBM computer systems, the announcement or
introduction of new products by IBM or other competitors, or intensified
reductions in the pricing of IBM or IBM-compatible equipment or service.
EMC could also be adversely affected by the implementation of certain
marketing strategies by IBM or other competitors that conflict with those
of EMC;
. the existence of competitive pricing pressures in the storage industry,
which has had and may in the future have an adverse effect on the Company's
revenues and earnings. There is also a willingness on the part of certain
large competitors to reduce prices in order to preserve or gain market
share, which cannot be foreseen by the Company. The Company believes that
pricing pressures are likely to continue due to competitive product
offerings;
. the risks inherent in new product introductions, particularly the
uncertainty of price-performance relative to products of competitors,
including competitors' responses to the introductions;
. the Company's ability to continue to achieve reduction in component and
product design costs;
. the desire by customers to evaluate new, more expensive products for longer
periods of time;
. foreign currency fluctuations and foreign political and economic
developments;
. changes in regulation of the Company or its products;
. the Company purchases certain components and products from suppliers who
EMC believes are currently the only suppliers of those components or
products that meet
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EMC's requirements. Among the most important components that EMC uses are
high density memory components ("DRAMs") and 5 1/4" and 3 1/2" disk drives,
which EMC purchases from a small number of qualified suppliers. A failure
by any supplier of high density DRAMs or disk drives to meet EMC's
requirements for an extended period of time could have a material adverse
effect on EMC. From time to time, because of high industry demand and/or
the inability of certain vendors to consistently meet on a timely basis the
Company's component quality standards, the Company has experienced delays
in deliveries of high density DRAMs and disk drives needed to satisfy
orders for Integrated Cached Disk Array (''ICDA'') products. If such
shortages and/or performance problems were to intensify, the Company could
lose some time-sensitive customer orders which could adversely affect
quarterly revenues and earnings;
. rapidly changing technology and user needs in the computer data storage
industry, which require ongoing technological development and introduction
of new products. Sales of the Symmetrix series of products constitute the
principal source of revenues for EMC and such sales are expected to
continue to be the principal source of its revenues in the near future. EMC
expects competition in the sale of ICDA products to increase, and there can
be no assurance that the Symmetrix series of products will continue to
achieve market acceptance. Significant delays in the development of ICDA
technology for future products or product enhancements would be to the
advantage of EMC's competitors. Furthermore, the continued development of
ICDA technology and its incorporation into EMC's future generations of
products cannot be assured even with significant additional investments;
. no assurance can be given that the Company's patent applications will issue
as patents or that any patents that may be issued will provide the Company
with adequate protection for the covered products or technology.
Additionally, there can be no assurance that the Company's confidentiality
agreements will adequately protect its trade secrets, know-how or other
proprietary information. Further, there can be no assurance that the
Company's activities will not infringe on the patents or proprietary rights
of others or that the Company will be able to obtain licenses to any
technology that it may require to conduct its business or that, if
obtainable, such technology can be licensed at a reasonable cost;
. the fact that EMC's products operate near the limits of electronic and
physical performance and are designed and manufactured with relatively
small tolerances. If flaws in design, production, assembly or testing occur
on the part of EMC or its suppliers, EMC may experience a rate of failure
in its products that results in substantial repair or replacement costs and
potential damage to EMC's reputation. Continued improvement in
manufacturing capabilities and control of material and manufacturing
quality and costs will be critical factors in the future growth of EMC. EMC
frequently revises and updates manufacturing and test processes to address
engineering and component changes to its products and evaluates the
reallocation of manufacturing resources among its facilities. There can be
no assurance that EMC's efforts to monitor, develop and implement
appropriate test and manufacturing
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processes for its products, especially the Symmetrix series of products
will be sufficient to permit EMC to avoid a rate of failure in its products
that results in substantial delays in shipment, repair or replacement costs
and potential damage to EMC's reputation, any of which could have
substantial adverse effects on EMC's operations and ultimately on its
financial results; and
. EMC's high-dependence upon senior management and other key employees, the
loss of whom could adversely affect EMC. EMC also believes that its future
success will depend in large part upon its ability to retain current and
attract additional key employees, of which there can be no assurance.
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