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 November 25, 1996
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
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Item 5. Other Events
On November 25, 1996, the registrant announced that on
January 1, 1997, it will be redeeming all of its
outstanding 4 1/4% convertible subordinated notes due
2001. Currently, the aggregate principal amount of
outstanding notes is $229,498,000. The registrant will
pay the redemption price of 102.4286% per note, for
notes not converted on or prior to January 1, 1997.
Accrued and unpaid interest will be paid on January 1,
1997 to noteholders of record on December 15, 1996.
The notes are convertible into shares of EMC Common
Stock at any time on or prior to the date fixed for
redemption at a conversion price of $19.84 per share.
As long as the market price of the registrant's Common
Stock is greater that $19.84 per share, holders of notes
will, upon conversion, receive Common Stock of the
registrant having a market value greater than the
amount of cash receivable upon redemption of the notes.
On November 22, 1996, the closing price of the registrant's
Common Stock was $29.75 per share.
Since January 1, 1997 is not a business day, payment of
the redemption price together with accrued and unpaid
interest or conversion of the notes may be made on
January 2, 1997 with the same force and effect as if
made on January 1, 1997; provided, however, in the case
of payment, no interest shall accrue for the period from
and after January 1, 1997.
On November 25, 1996, the registrant also announced that
its Board of Directors has rescinded the company's
Common Stock repurchase program due to the Securities
and Exchange Commission's issuance of Staff Accounting
Bulletin 96. In January 1996, the registrant's Board
authorized the repurchase of up to 15 million shares of
its Common Stock over a five-year period to be used
primarily to meet the requirements of the company's
employee stock plans. The program is being rescinded to
avoid any potential issues regarding the pooling of
interests merger accounting treatment the registrant has
often used in its past acquisitions.
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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: December 12, 1996 By: /s/ Colin G. Patteson
Colin G. Patteson
Vice President, Chief
Financial Officer and
Treasurer
