<PAGE>
As filed with the Commission on June 3, 1996 File No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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EMC CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 04-2680009
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
171 South Street
Hopkinton, Massachusetts 01748
(Address of principal executive offices, including zip code)
EMC CORPORATION 1989 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Paul T. Dacier, Esq.
Vice President and General Counsel
EMC Corporation
171 South Street
Hopkinton, MA 01748
(508) 435-1000
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Title of Amount to Proposed Proposed maximum Amount of
Securities to be be registered maximum offering aggregate offering registration fee
registered price per share(1) price(1)
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,000,000
$0.01 par value shares(2) $22.0 $22,000,000 $7,586.19
- --------------------------------------------------------------------------------------------------------
</TABLE>
1
<PAGE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low prices
of EMC Corporation Common Stock, $0.01 par value, reported on The New York Stock
Exchange on May 31, 1996.
(2) This registration statement also relates to 737,110 shares of Common
Stock previously registered and remaining unissued under Registration Statement
on Form S-8, File No. 33-71262, which (as indicated below) is incorporated by
reference herein.
(3) In accordance with Instruction E of Form S-8, the registration fee is
being paid with respect to the additional securities only.
2
<PAGE>
PART II
EMC Corporation (the "Registrant") hereby incorporates by reference the
contents of the Registrant's Registration Statements on Form S-8, File No. 33-
29198, No. 33-41328 and No. 33-71262.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit Page
<S> <C> <C>
4.1 EMC Corporation 1989 Employee Stock Purchase Plan, as 7
amended to date.
5.1 Opinion of Counsel. 13
24.1 Consent of Coopers & Lybrand L.L.P. 14
24.2 Consent of Counsel (contained in the opinion filed as Exhibit 5.1
to this registration statement).
25.1 Powers of Attorney (included in Part II of this registration
statement under the caption "Signatures").
</TABLE>
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement on Form S-8 to be signed on its behalf by the undersigned thereunto
duly authorized, in the Town of Hopkinton, Massachusetts,
on May 31, 1996.
EMC CORPORATION
By:/s/ Richard J. Egan
---------------------
Richard J. Egan
Chairman of the Board
Each person whose signature appears below constitutes and appoints Michael C.
Ruettgers, Colin G. Patteson and Paul T. Dacier, and each of them singly, his or
her true and lawful attorney-in-fact and agent with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8 to be filed by EMC
Corporation, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to be
done in and about the premises, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-8 has been signed below by the following persons in the
capacities shown on the date indicated below.
Signature Capacity Date
/s/ Richard J. Egan
- ------------------------ Chairman of the Board May 31, 1996
Richard J. Egan (Principal Executive Officer)
and Director
/s/ Michael C. Ruettgers
- ------------------------ President and Chief May 31, 1996
Michael C. Ruettgers Executive Officer and
Director
4
<PAGE>
/s/ Colin G. Patteson
- ------------------ Vice President, May 31, 1996
Colin G. Patteson Chief Financial Officer
and Treasurer
(Principal Financial Officer)
/s/ John R. Egan
- ------------------ Executive Vice President, May 31, 1996
John R. Egan Sales and Marketing, and
Director
/s/ William J. Teuber,Jr.
- ------------------ Vice President and May 31, 1996
William J. Teuber, Jr. Controller (Principal
Accounting Officer)
/s/ Michael J. Cronin
- ------------------ Director May 31, 1996
Michael J. Cronin
- ------------------ Director May __, 1996
John F. Cunningham
/s/ Maureen E. Egan
- ------------------ Director May 31, 1996
Maureen E. Egan
- ------------------ Director May __, 1996
W. Paul Fitzgerald
/s/ Joseph F. Oliveri
- ------------------ Director May 31, 1996
Joseph F. Oliveri
5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Title of Exhibit Page
<S> <C> <C>
4.1 EMC Corporation 1989 Employee Stock Purchase Plan, 7
as amended to date.
5.1 Opinion of Counsel. 12
24.1 Consent of Coopers & Lybrand L.L.P. 13
24.2 Consent of Counsel (contained in the opinion filed
as Exhibit 5 to this registration statement).
25.1 Powers of Attorney (included in Part II of this registration
statement under the caption "Signatures").
</TABLE>
<PAGE>
EXHIBIT 4.1
EMC CORPORATION
1989 EMPLOYEE STOCK PURCHASE PLAN, as amended May 8, 1996
Section 1. Purpose of Plan
The EMC Corporation 1989 Employee Stock Purchase Plan (the "Plan") is
intended to provide a method by which eligible employees of EMC Corporation and
its subsidiaries (collectively, the "Company") may use voluntary, systematic
payroll deductions to purchase the Company's common stock, $.01 par value,
("stock") and thereby acquire an interest in the future of the Company. For
purposes of the Plan, a subsidiary is any corporation in which the Company owns,
directly or indirectly, stock possessing 50% or more of the total combined
voting power of all classes of stock unless the Board of Directors determines
that employees of a particular subsidiary shall not be eligible.
Section 2. Options to Purchase Stock
Under the Plan as now amended, no more than 4,900,000 shares are available
for purchase (subject to adjustment as provided in Section 16) pursuant to the
exercise of options ("options") granted under the Plan to employees of the
Company ("employees"). The stock to be delivered upon exercise of options under
the Plan may be either shares of the Company's authorized but unissued stock, or
shares of reacquired stock, as the Board of Directors of the Company (the "Board
of Directors") shall determine.
Section 3. Eligible Employees
Except as otherwise provided in Section 20, each employee who has completed
six months or more of continuous service in the employ of the Company shall be
eligible to participate in the Plan.
Section 4. Method of Participation
The periods January 1 to June 30 and July 1 to December 31 of each year shall be
option periods. Each person who will be an eligible employee on the first day
of any option period may elect to participate in the Plan by executing and
delivering, at least 15 days prior to such day, a payroll deduction
authorization in accordance with Section 5. Such employee shall thereby become
a participant ("participant") on the first day of such option period and shall
remain a participant until his or her participation is terminated as provided in
the Plan.
<PAGE>
Section 5. Payroll Deductions
The payroll deduction authorization shall request withholding, at a rate of
not less than 2% nor more than 10% from the participant's compensation (subject
to a maximum of $2,500 per option period), by means of substantially equal
payroll deductions over the option period. For purposes of the Plan,
"compensation" shall mean all cash compensation paid to the participant by the
Company. A participant may change the withholding rate of his or her payroll
deduction authorization by written notice delivered to the Company at least 15
days prior to the first day of the option period as to which the change is to be
effective. All amounts withheld in accordance with a participant's payroll
deduction authorization shall be credited to a withholding account for such
participant.
Section 6. Grant of Options
Each person who is a participant on the first day of an option period shall
as of such day be granted an option for such period. Such option shall be for
the number of shares of stock to be determined by dividing (a) the balance in
the participant's withholding account on the last day of the option period by
(b) the purchase price per share of the stock determined under Section 7, and
eliminating any fractional share from the quotient. The Company shall reduce on
a substantially proportionate basis the number of shares of stock receivable by
each participant upon exercise of his or her option for an option period in the
event that the number of shares then available under the Plan is otherwise
insufficient.
Section 7. Purchase Price
The purchase price of stock issued pursuant to the exercise of an option
shall be 85% of the fair market value of the stock at (a) the time of grant of
the option or (b) the time at which the option is deemed exercised, whichever is
less. Fair market value shall be determined in accordance with the applicable
provisions of the Internal Revenue Code of 1986, as amended or restated from
time to time (the "Code"), or regulations issued thereunder, or, in the absence
of any such provisions or regulations, shall be deemed to be the last sale price
at which the stock is traded on the day in question or the last prior date on
which a trade occurred as reported in The Wall Street Journal; or, if The Wall
----------------------- --------
Street Journal is not published or does not list the stock, then in such other
- --------------
appropriate newspaper of general circulation as the Board of Directors may
prescribe; or, if the last price at which the stock traded is not generally
reported, then the mean between the reported bid and asked prices at the close
of the market on the day in question or the last prior date when such prices
were reported.
<PAGE>
Section 8. Exercise of Options
If an employee is a participant in the Plan on the last business day of an
option period, he or she shall be deemed to have exercised the option granted to
him or her for that period. Upon such exercise, the Company shall apply the
balance of the participant's withholding account to the purchase of the number
of whole shares of stock determined under Section 6, and as soon as practicable
thereafter shall issue and deliver certificates for said shares to the
participant and shall return to him or her the balance, if any, of his or her
withholding account in excess of the total purchase price of the shares so
issued. No fractional shares shall be issued hereunder.
Notwithstanding anything herein to the contrary, the Company shall not be
obligated to deliver any shares unless and until, in the opinion of the
Company's counsel, all requirements of applicable federal and state laws and
regulations (including any requirements as to legends) have been complied with,
nor, if the outstanding stock is at the time listed on any securities exchange,
unless and until the shares to be delivered have been listed (or authorized to
be added to the list upon official notice of issuance) upon such exchange, nor
unless or until all other legal matters in connection with the issuance and
delivery of shares have been approved by the Company's counsel.
Section 9. Interest
No interest will be payable on withholding accounts.
Section 10. Cancellation and Withdrawal
A participant who holds an option under the Plan may at any time prior to
exercise thereof under Section 8 cancel all (but not less than all) of his or
her option by written notice delivered to the Company. Upon such cancellation,
the balance in his or her withholding account shall be returned to him or her.
A participant may terminate his or her payroll deduction authorization as of
any date by written notice delivered to the Company and shall thereby cease to
be a participant as of such date. Any participant who voluntarily terminates
his or her payroll deduction authorization prior to the last business day of an
option period shall be deemed to have canceled his or her option.
Section 11. Termination of Employment
Except as otherwise provided in Section 12, upon the termination of a
participant's employment with the Company for any reason whatsoever, he or she
shall cease to be a participant, and any option held by him or her under the
Plan shall be deemed canceled, the balance of his or her withholding account
shall be returned to him or her, and he or she shall have no further rights
under the Plan. For purposes of this Section 11, a participant's employment
will not be considered terminated in the case of sick leave or other bona fide
<PAGE>
leave of absence approved for purposes of this Plan by the Company or a
subsidiary or in the case of a transfer to the employment of a subsidiary or to
the employment of the Company.
Section 12. Death or Retirement of Participant
In the event a participant holds any option hereunder at the time his or her
employment with the Company is terminated (1) by his or her retirement with the
consent of the Company, and such retirement is within three months of the time
such option becomes exercisable, or (2) by his or her death, whenever occurring,
then such participant (or his or her legal representative), may, by a writing
delivered to the Company on or before the date such option is exercisable, elect
either (a) to cancel any such option and receive in cash the balance in his or
her withholding account, or (b) to have the balance in his or her withholding
account applied as of the last day of the option period to the exercise of his
or her option pursuant to Section 8. In the event such participant (or his or
her legal representative) does not file a written election as provided above,
any outstanding option shall be treated as if an election had been filed
pursuant to subparagraph 12(a) above.
Section 13. Participant's Rights Not Transferable, etc.
All participants granted options under the Plan shall have the same rights
and privileges. Each participant's rights and privileges under any option
granted under the Plan shall be exercisable during his or her lifetime only by
him or her, and shall not be sold, pledged, assigned, or otherwise transferred
in any manner whatsoever except by will or the laws of descent and distribution.
In the event any participant violates the terms of this Section, any options
held by him or her may be terminated by the Company and, upon return to the
participant of the balance of his or her withholding account, all his or her
rights under the Plan shall terminate.
Section 14. Employment Rights
Neither the adoption of the Plan nor any of the provisions of the Plan shall
confer upon any participant any right to continued employment with the Company
or a subsidiary or affect in any way the right of the Company to terminate the
employment of such participant at any time.
Section 15. Rights as a Shareholder
A participant shall have the rights of a shareholder only as to stock
actually acquired by him or her under the Plan.
<PAGE>
Section 16. Change in Capitalization
In the event of a stock dividend, stock split or combination of shares,
recapitalization, merger in which the Company is the surviving corporation or
other change in the Company's capital stock, the number and kind of shares of
stock or securities of the Company to be subject to the Plan and to options then
outstanding or to be granted hereunder, the maximum number of shares or
securities which may be delivered under the Plan, the option price and other
relevant provisions shall be appropriately adjusted by the Board of Directors,
whose determination shall be binding on all persons. In the event of a
consolidation or merger in which the Company is not the surviving corporation or
in the event of the sale or transfer of substantially all the Company's assets
(other than by the grant of a mortgage or security interest), all outstanding
options shall thereupon terminate, provided that prior to the effective date of
any such merger, consolidation or sale of assets, the Board of Directors shall
either (a) return the balance in all withholding accounts and cancel all
outstanding options, or (b) accelerate the exercise date provided for in Section
8, or (c) if there is a surviving or acquiring corporation, arrange to have that
corporation or an affiliate of that corporation grant to the participants
replacement options having equivalent terms and conditions as determined by the
Board of Directors.
Section 17. Administration of Plan
The Plan will be administered by the Board of Directors. The Board of
Directors will have authority, not inconsistent with the express provisions of
the Plan, to take all action necessary or appropriate hereunder, to interpret
its provisions, and to decide all questions and resolve all disputes which may
arise in connection therewith. Such determinations of the Board of Directors
shall be conclusive and shall bind all parties.
The Board may, in its discretion, delegate its powers with respect to the
Plan to an Employee Benefit Plan Committee or any other committee (the
"Committee"), in which event all references to the Board of Directors hereunder,
including without limitation the references in Section 17, shall be deemed to
refer to the Committee. A majority of the members of any such Committee shall
constitute a quorum, and all determinations of the Committee shall be made by a
majority of its members. Any determination of the Committee under the Plan may
be made without notice or meeting of the Committee by a writing signed by a
majority of the Committee members.
Section 18. Amendment and Termination of Plan
The Board of Directors may at any time or times amend the Plan or amend any
outstanding option or options for the purpose of satisfying the requirements of
any changes in applicable laws or regulations or for any other purpose which may
at the time be permitted by law, provided that (except to the extent explicitly
required or permitted herein) no such amendment will, without the approval of
the shareholders of the Company, (a) increase the maximum number of shares
available under the Plan, (b) reduce
<PAGE>
the option price of outstanding options or reduce the price at which options may
be granted, (c) change the conditions for eligibility under the Plan, or (d)
amend the provisions of this Section 18 of the Plan, and no such amendment will
adversely affect the rights of any participant (without his or her consent)
under any option theretofore granted.
The Plan may be terminated at any time by the Board of Directors, but no such
termination shall adversely affect the rights and privileges of holders of the
outstanding options.
Section 19. Approval of Shareholders
The Plan shall be subject to the approval of the shareholders of the Company,
which approval shall be secured within twelve months after the date the Plan is
adopted by the Board of Directors. Notwithstanding any other provisions of the
Plan, no option shall be exercised prior to the date of such approval.
Section 20. Limitations on Eligibility
Notwithstanding any other provision of the Plan, (a) An employee shall not
be eligible to receive an option pursuant to the Plan if, immediately after the
grant of such option to him or her, he or she would (in accordance with the
provisions of Sections 423 and 425(d) of the Code) own or be deemed to own stock
possessing 5% or more of the total combined voting power or value of all classes
of stock of the employer corporation or of its parent or subsidiary corporation,
as defined in Section 425 of the Code.
(b) No employee shall be granted an option under this Plan that would permit
his or her rights to purchase shares of stock under this Plan of the Company to
accrue at a rate which exceeds $25,000 in fair market value of such stock
(determined at the time the option is granted) for each calendar year during
which any such option granted to such employee is outstanding at any time, as
provided in Sections 423 and 425 of the Code.
(c) No employee shall be granted an option under this Plan that would permit
him or her to withhold more than $2,500 in each option period or $5,000 per
calendar year.
<PAGE>
EXHIBIT 5.1 OPINION OF COUNSEL
May 15, 1996
EMC Corporation
171 South Street
Hopkinton, Massachusetts 01748
Ladies/Gentlemen:
This opinion is furnished to you in connection with a registration statement
on Form S-8 (the "Registration Statement") filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, for the registration of 1,000,000 shares of Common Stock, $.01 par
value per share (the "Shares"), of EMC Corporation, a Massachusetts corporation
(the "Company"). The Shares are to be sold from time to time pursuant to the
Company's 1989 Employee Stock Purchase Plan, as amended (the "Plan").
We are counsel to the Company and are familiar with the proceedings taken by
the Company in connection with the authorization, reservation and registration
of the Shares. We have examined and relied upon such documents, records,
certificates and other instruments as we have deemed necessary for the purpose
of this opinion.
Based on the foregoing, we are of the opinion that the Shares (in addition to
other shares of Common Stock covered by this Registration Statement in
accordance with Instruction E of Form S-8) have been duly authorized and that,
when issued and sold by the Company pursuant to and in accordance with the Plan,
they will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as part of the Registration
Statement.
We understand that this opinion is to be used only in connection with the
offer and sale of the Shares while the Registration Statement is in effect.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
<PAGE>
EXHIBIT 24.1 CONSENT OF ACCOUNTANTS
Consent of Independent Auditors
We consent to the incorporation by reference in this Registration Statement on
Form S-8 pertaining to the registration of 1,000,000 additional shares of Common
Stock, $0.01 par value, of EMC Corporation authorized for issuance pursuant to
the 1989 Employee Stock Purchase Plan of our report dated January 25, 1996, with
respect to the consolidated financial statements and schedules of EMC
Corporation included in its Annual Report on Form 10-K for the year ended
December 30, 1995 filed with the Securities and Exchange Commission.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 3, 1996
