As filed with the Commission on July 17, 1997 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 1993 STOCK OPTION 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
Title of Amount to Proposed Proposed Amount of
Securities be maximum maximum registration
to be registered offering aggregate fee
registered price per offering
share(1) price(1)
Common 6,000,000
Stock, shares(2) $45.19 $271,125,000.00 $82,159.00(3)
$0.01 par
value
<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 July 14, 1997.
(2) This registration statement also relates to 7,176,717 shares
of Common Stock previously registered and remaining unissued under
Registration Statement on Form S-8, File No. 33-63665, 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.
<PAGE>
PART II
EMC Corporation (the "Registrant") hereby incorporates by
reference the contents of the Registrant's Registration Statements on
Form S-8, File Nos. 33-71598 and 33-63665.
Item 8. Exhibits.
Exhibit Page
4.1 EMC Corporation 1993 Stock Option Plan, as 7
amended to date.
5.1 Opinion of Counsel. 16
24.1 Consent of Coopers & Lybrand L.L.P. 17
24.2 Consent of Counsel (contained in the opinion
filed as Exhibit 5.1 16
to this registration statement).
25.1 Powers of Attorney (included in Part II of this
registration statement under the caption
"Signatures"). 4
<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 July 17, 1997.
EMC CORPORATION
By: /s/William J. Teuber. Jr.
William J. Teuber, Jr.
Vice President and Chief
Financial Officer
(Principal Accounting Officer)
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 July 1, 1997
Richard J. Egan (Principal Executive Officer)
and Director
/s/ Michael C. Ruettgers President and Chief July 17, 1997
Michael C. Ruettgers Executive Officer and
Director
<PAGE>
/s/ Colin G. Patteson Senior Vice President, July 17, 1997
Colin G. Patteson Chief Administrative Officer
and Treasurer
(Principal Financial Officer)
/s/ William J. Teuber, Jr. Vice President and July 17, 1997
William J. Teuber, Jr. Chief Financial Officer
(Principal Accounting Officer)
/s/ John R. Egan Executive Vice President June 30, 1997
John R. Egan Products and Offerings and
Director
/s/ Michael J. Cronin Director July 17, 1997
Michael J. Cronin
/s/ John F. Cunningham Director July 17, 1997
John F. Cunningham
/s/ Maureen E. Egan Director July 1, 1997
Maureen E. Egan
/s/ W. Paul Fitzgerald Director July 17, 1997
W. Paul Fitzgerald
/s/ Joseph F. Oliveri Director July 1, 1997
Joseph F. Oliveri
<PAGE>
EXHIBIT INDEX
Exhibit
Number Title of Exhibit Page
4.1 EMC Corporation 1993 Stock Option Plan, 7
as amended to date.
5.1 Opinion of Counsel. 16
24.1 Consent of Coopers & Lybrand L.L.P. 17
24.2 Consent of Counsel (contained in the opinion
filed as Exhibit 5 to this registration
statement). 16
25.1 Powers of Attorney (included in Part II of
this registration statement under the caption
"Signatures"). 4
EMC CORPORATION
1993 STOCK OPTION PLAN, as amended January 22, 1997
1. PURPOSE.
The purpose of the EMC Corporation 1993 Stock Option Plan is to
enable EMC Corporation to provide a special incentive to a limited
number of key employees of the Company and its Subsidiaries, if any,
who are in a position to have a significant effect upon the Company's
business and earnings. In order to accomplish this purpose, the Plan
authorizes the grant to such key employees of options to purchase
Common Stock of the Company. Increased ownership of Common Stock will
provide such key employees with an additional incentive to take into
account the long-term interests of the Company.
2. DEFINITIONS.
As used herein, the following words or terms have the meanings set
forth below. The masculine gender is used throughout the Plan but is
intended to apply to members of both sexes.
2.1 "Board of Directors" means the Board of Directors of the
Company.
2.2 "Code" means the Internal Revenue Code of 1986, as amended
from time to time, or any successor statute.
2.3 "Committee" means the Committee appointed by the Board of
Directors to administer the Plan or the Board of Directors as a whole
if no appointment is made.
<PAGE>
2.4 "Common Stock" means the Common Stock of the Company.
2.5 "Company" means EMC Corporation, a corporation established
under the laws of The Commonwealth of Massachusetts.
2.6 "Fair Market Value" in the case of a share of Common Stock on
a particular day, means the fair market value as determined from time
to time by the Board of Directors or, where appropriate, by the
Committee, taking into account all information which the Board of
Directors, or the Committee, considers relevant.
2.7 "Incentive Stock Option" means a stock option that satisfies
the requirements of Section 422 of the Code.
2.8 "Participant" means an individual holding a stock option or
stock options granted to him under the Plan.
2.9 "Plan" means the EMC Corporation 1993 Stock Option Plan set
forth herein.
2.10 "Subsidiary" or "Subsidiaries" means a corporation or
corporations in which the Company owns, directly or indirectly, stock
possessing 50 percent or more of the total combined voting power of all
classes of stock.
2.11 "Ten Percent Stockholder" means any person who, at the time
an option is granted, owns or is deemed to own stock (as determined in
accordance with Sections 422 and 424 of the Code) possessing more than
ten percent (10%) of the total combined voting power of all classes of
stock of the Company or its parent or a subsidiary.
3. ADMINISTRATION.
3.1 The Plan shall be administered by the Committee and, to the
extent provided herein, the Board of Directors. A majority of the
members of the 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.
<PAGE>
3.2 Subject to the provisions set forth herein, each of the
Committee and the Board of Directors shall have full authority to
determine the provisions of options to be granted under the Plan.
Subject to the provisions set forth herein, the Committee shall have
full authority to interpret the terms of the Plan and of options
granted under the Plan, to adopt, amend and rescind rules and
guidelines for the administration of the Plan and for its own acts and
proceedings and to decide all questions and settle all controversies
and disputes which may arise in connection with the Plan; provided,
however, that any change to the terms of an option granted hereunder
shall be approved by the Board of Directors to the extent such change
would be deemed to be a new option grant or such terms relate to a
subsequent transaction that would not be exempt from Section 16(b) of
the Securities Exchange Act of 1934 in the absence of such approval.
3.3 The decision of the Committee or the Board of Directors, as
applicable, on any matter as to which the Committee or the Board of
Directors, as applicable, is given authority under subsection 3.2 shall
be final and binding on all persons concerned.
3.4 Nothing in the Plan shall be deemed to give any officer or
employee, or his legal representatives or assigns, any right to
participate in the Plan, except to such extent, if any, as the
Committee or the Board, as applicable, may have determined or approved
pursuant to the provisions of the Plan.
4. SHARES SUBJECT TO THE PLAN.
4.1 The maximum number of shares of Common Stock that may be
delivered upon the exercise of options granted under the Plan shall be
14,000,000, subject to adjustment in accordance with the provisions of
Section 8.
4.2 If any option granted under the Plan terminates without
having been exercised in full (including an option which terminates by
agreement between the Company and the Participant), the number of
shares of Common Stock as to which such option has not been exercised
prior to termination shall be available for future grants within the
limits set forth in subsection 4.1.
4.3 Shares of Common Stock delivered upon the exercise of options
shall consist of shares of authorized and unissued Common Stock, except
that the Board of Directors may from time to time in its discretion
determine in any case the shares to be so delivered shall consist of
shares of authorized and issued Common Stock reacquired by the Company
and held in its Treasury. No fractional shares of Common Stock shall
be delivered upon the exercise of an option.
5. ELIGIBILITY FOR OPTIONS.
Employees eligible to receive options under the Plan shall be
those key employees of the Company and its Subsidiaries, if any, who,
in the opinion of the Committee, are in a position to have a
significant effect upon the Company's business and earnings. Members
of the Board of Directors of the Company or a Subsidiary who are not
employed as regular salaried officers or employees of the Company or a
Subsidiary may not participate in the Plan.
<PAGE>
6. GRANT OF OPTIONS.
6.1 From time to time while the Plan is in effect, each of the
Committee and the Board of Directors may, in its absolute discretion,
select from among the persons eligible to receive options (including
persons to whom options were previously granted) those persons to whom
options are to be granted.
6.2 Each of the Committee and the Board of Directors shall, in
its absolute discretion, determine the number of shares of Common Stock
to be subject to each option granted by it under the Plan.
6.3 No Incentive Stock Option may be granted under the Plan after
May 12, 2003, but options theretofore granted may extend beyond that
date.
7. PROVISIONS OF OPTIONS.
7.1 Incentive Stock Options or Other Options. Options granted
under the Plan may be either Incentive Stock Options or options which
do not qualify as Incentive Stock Options, as the Committee or the
Board of Directors shall determine at the time of each grant of options
hereunder.
7.2 Stock Option Certificates or Agreements. Options granted
under the Plan shall be evidenced by certificates or agreements in such
form as the Committee shall from time to time approve. Such
certificates or agreements shall comply with the terms and conditions
of the Plan and may contain such other provisions not inconsistent with
the terms and conditions of the Plan as the Committee shall deem
advisable. In the case of options intended to qualify as Incentive
Stock Options, the certificates or agreements shall contain such
provisions relating to exercise and other matters as are required of
incentive stock options under the Code.
7.3 Terms and Conditions. All options granted under the Plan
shall be subject to the following terms and conditions to the extent
applicable and to such other terms and conditions not inconsistent
therewith as the Committee or the Board of Directors shall determine:
7.3.1 Exercise Price. The exercise price per share of
Common Stock with respect to each option shall be as determined by
the Committee but in the case of an Incentive Stock Option not
less than 100% (110% in the case of an Incentive Stock Option
granted to a Ten Percent Stockholder) of the Fair Market Value per
share at the time the option is granted. In the case of an option
which does not qualify as an Incentive Stock Option, the exercise
price per share of Common Stock shall be not less than par value.
<PAGE>
7.3.2 Value of Shares of Common Stock Subject to
Incentive Stock Options. Each eligible employee may be granted
Incentive Stock Options only to the extent that, in the aggregate
under this Plan and all incentive stock option plans of the
Company and any related corporation, such Incentive Stock Options
do not become exercisable for the first time by such employee
during any calendar year in a manner which would entitle the
employee to purchase more than $100,000 in fair market value
(determined at the time the Incentive Stock Options were granted)
of Common Stock in that year. Any options granted to an employee
in excess of such amount will be granted as Non-Qualified Options.
7.3.3 Period of Options. An option shall be exercisable
during such period of time as the Committee or Board of Directors
may specify (subject to subsection 7.4 below), but in the case of
an Incentive Stock Option not after the expiration of ten years
(five years in the case of an Incentive Stock Option granted to a
Ten Percent Stockholder) from the date the option is granted.
7.3.4 Exercise of Options.
7.3.4.1 Each option shall be made exercisable at such
time or times as the Committee or the Board of Directors
shall determine. In the case of an option made exercisable
in installments, the Committee or the Board of Directors may
later determine to accelerate the time at which one or more
of such installments may be exercised.
7.3.4.2 Any exercise of an option shall be in writing
signed by the proper person and delivered or mailed to the
General Counsel of the Company, accompanied by an option
exercise notice and payment in full for the number of shares
in respect to which the option is exercised.
7.3.4.3 In the event an option is exercised by the
executor or administrator of a deceased Participant, or by
the person or persons to whom the option has been transferred
by the Participant's will or the applicable laws of descent
and distribution, the Company shall be under no obligation to
deliver stock thereunder until the Company is satisfied that
the person or persons exercising the option is or are the
duly appointed executor or administrator of the deceased
Participant or the person or persons to whom the option has
been transferred by the Participant's will or by the
applicable laws of descent and distribution.
7.3.4.4 The Committee or the Board of Directors may at
the time of grant condition the exercise of an option upon
agreement by the Participant to subject the Common Stock to
any restrictions on transfer or repurchase rights in effect
on the date of exercise, upon representations of continued
employment and upon other terms not inconsistent with this
Plan. Any such conditions shall be set forth in the option
certificate or other document evidencing the option.
<PAGE>
7.3.4.5 In the case of an option that is not an
Incentive Stock Option, the Committee shall have the right to
require that the individual exercising the option to remit to
the Company an amount sufficient to satisfy any federal,
state, or local withholding tax requirements (or makes other
arrangements satisfactory to the Company with regard to such
taxes) prior to the delivery of any Common Stock pursuant to
the exercise of the option. In the case of an Incentive
Stock Option, if at the time the Incentive Stock Option is
exercised the Committee determines that under applicable law
and regulations the Company could be liable for the
withholding of any federal or state tax with respect to a
disposition of the Common Stock received upon exercise, the
Committee may require as a condition of exercise that the
individual exercising the Incentive Stock Option agree (i) to
inform the Company promptly of any disposition (within the
meaning of Section 422 (a) (1) of the Code and the
regulations thereunder) of Common Stock received upon
exercise, and (ii) to give such security as the Committee
deems adequate to meet the potential liability of the Company
for the withholding of tax, and to augment such security from
time to time in any amount reasonably deemed necessary by the
Committee to preserve the adequacy of such security.
7.3.4.6 In the case of an option that is exercised
by an individual that is subject to taxation in a foreign
jurisdiction, the Committee shall have the right to require
the individual exercising the option to remit to the Company
an amount sufficient to satisfy any federal or withholding
requirement of that foreign jurisdiction (or make other
arrangements satisfactory to the Company with regard to such
taxes prior to the delivery of any Common Stock pursuant to
the exercise of the option).
7.3.5 Payment for and Delivery of Stock. The shares of
stock purchased on any exercise of an option granted hereunder
shall be paid for in full in cash or, if permitted by the terms of
the option, in shares of unrestricted Common Stock at the time of
such exercise or, if so permitted, a combination of such cash and
Common Stock. A Participant shall not have the rights of a
stockholder with respect to awards under the Plan except as to
stock actually issued to him.
7.3.6 Listing of Stock, Withholding and Other Legal
Requirements. The Company shall not be obligated to deliver any
stock until all federal and state laws and regulations which the
Company may deem applicable have been complied with, nor, in the
event the outstanding Common Stock is at the time listed upon any
stock exchange, until the stock to be delivered has been listed or
authorized to be added to the list upon official notice of
issuance to such exchange. In addition, if the shares of stock
subject to any option have not been registered in accordance with
the Securities Act of 1933, as amended, the Company may require
the person or persons who wishes or wish to exercise such option
to make such representation or agreement with respect to the sale
of stock acquired on exercise of the option as will be sufficient,
in the opinion of the Company's counsel, to avoid violation of
said Act, and may also require that the certificates evidencing
said stock bear an appropriate restrictive legend.
<PAGE>
7.3.7 Non-transferability of Options. No option may be
transferred by the Participant otherwise than by will, by the laws
of descent and distribution or pursuant to a qualified domestic
relations order, and during the Participant's lifetime the option
may be exercised only by him or her; provided, however, that the
Board of Directors or the Committee, as applicable, in its
discretion, may allow for transferability of non-qualified stock
options by the Participant to "Immediate Family Members."
Immediate Family Members means children, grandchildren, spouse or
common law spouse, siblings or parents of the Participant or to
bona fide trusts, partnerships or other entities controlled by and
of which the beneficiaries are Immediate Family Members of the
Participant. Any option grants that are transferable are further
conditioned on the Participant and Immediate Family Members
agreeing to abide by the Company's then current stock option
transfer guidelines.
7.3.8 Death. If a Participant dies at a time when he is
entitled to exercise an Incentive Stock Option, then at any time
or times within three years after his death such Incentive Stock
Option may be exercised, as to all or any of the shares which the
Participant was entitled to purchase thereunder immediately prior
to his death, by his executor or administrator or the person or
persons to whom the Incentive Stock Option is transferred by will
or the applicable laws of descent and distribution, and except as
so exercised such Incentive Stock Option shall expire at the end
of such three-year period. In no event, however, may any
Incentive Stock Option granted under the Plan be exercised after
the expiration of ten years (five years in the case of an
Incentive Stock Option granted to a Ten Percent Stockholder) from
the date the Incentive Stock Option was granted.
7.3.9 Termination of Employment. If the employment of a
Participant terminates for any reason other than his death, all
options held by the Participant shall thereupon expire on the date
of termination unless the option by its terms, or the Committee or
the Board of Directors by resolution, shall allow the Participant
to exercise any or all of the options held by him after
termination. In the case of an Incentive Stock Option, the
Incentive Stock Option shall in any event expire at the end of
three months after such termination of employment, or after the
expiration of ten years (five years in the case of an Incentive
Stock Option granted to a Ten Percent Stockholder) from the date
the Incentive Stock Option was granted, whichever occurs first.
If the Committee or the Board of Directors so decides, an option
may provide that a leave of absence granted by the Company or
Subsidiary is not a termination of employment for the purpose of
this subsection 7.3.9, and in the absence of such a provision the
Committee may in any particular case determine that such a leave
of absence is not a termination of employment for such purpose.
The Committee shall also determine all other matters relating to
continuous employment.
<PAGE>
7.4 Authority of the Committee. The Committee shall have the
authority, either generally or in particular instances, to waive
compliance by a Participant with any obligation to be performed by him
under an option and to waive any condition or provision of an option,
except that the Committee may not (i) increase the total number of
shares covered by any Incentive Stock Option (except in accordance with
Section 8), (ii) reduce the option price per share of any Incentive
Stock Option (except in accordance with Section 8) or (iii) extend the
term of any Incentive Stock Option to more than ten years, subject,
however, to the provisions of Section 10.
8. CHANGES IN STOCK.
In the event of a stock dividend, stock split or other change in
corporate structure or capitalization affecting the Common Stock that
becomes effective after the adoption of the Plan by the Board of
Directors, the Committee shall make appropriate adjustments in (i) the
number and kind of shares of stock on which options may thereafter be
granted hereunder, (ii) the number and kind of shares of stock
remaining subject to each option outstanding at the time of such change
and (iii) the option price. The Committee's determination shall be
binding on all persons concerned. Subject to any required action by
the stockholders, if the Company shall be the surviving corporation in
any merger or consolidation (other than a merger or consolidation in
which the Company survives but in which a majority of its outstanding
shares are converted into securities of another corporation or are
exchanged for other consideration), any option granted hereunder shall
pertain and apply to the securities which a holder of the number of
shares of stock of the Company then subject to the option would have
been entitled to receive, but a dissolution or liquidation of the
Company or a merger or consolidation in which the Company is not the
surviving corporation or in which a majority of its outstanding shares
are so converted or exchanged shall cause every option hereunder to
terminate; provided that if any such dissolution, liquidation, merger
or consolidation is contemplated, the Company shall either arrange for
any corporation succeeding to the business and assets of the Company to
issue to the Participants replacement options (which, in the case of
Incentive Stock Options, satisfy, in the determination of the
Committee, the requirements of Section 424 of the Code) on such
corporation's stock which will to the extent possible preserve the
value of the outstanding options or shall make the outstanding options
fully exercisable at least 20 days before the effective date of any
such dissolution, liquidation, merger or consolidation. The existence
of the Plan shall not prevent any such change or other transaction and
no Participant thereunder shall have any right except as herein
expressly set forth.
<PAGE>
9. EMPLOYMENT RIGHTS.
Neither the adoption of the Plan nor any grant of options confers
upon any employee of the Company or a Subsidiary any right to continued
employment with the Company or a Subsidiary, as the case may be, nor
does it interfere in any way with the right of the Company or a
Subsidiary to terminate the employment of any of its employees at any
time.
10. DISCONTINUANCE, CANCELLATION, AMENDMENT AND TERMINATION.
The Committee or the Board of Directors may at any time
discontinue granting options under the Plan and, with the consent of
the Participant, may at any time cancel an existing option in whole or
in part and grant another option to the Participant for such number of
shares as the Committee or the Board of Directors specifies. The Board
of Directors may at any time or times amend the Plan 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 or may at any time terminate the Plan as to any further grants
of options, provided that no such amendment shall without the approval
of the stockholders of the Company (a) increase the maximum number of
shares available under the Plan, (b) change the group of employees
eligible to receive options under the Plan, (c) reduce the exercise
price of outstanding incentive options or reduce the price at which
incentive options may be granted, (d) extend the time within which
options may be granted, (e) alter the Plan in such a way that incentive
options granted or to be granted hereunder would not be considered
incentive stock options under Section 422 of the Code, or (f) amend the
provisions of this Section 10, and no such amendment shall adversely
affect the rights of any employee (without his consent) under any
option previously granted.
11. EFFECTIVE DATE.
The Plan became effective immediately upon its approval by the
stockholders of the Company at the Annual Meeting on May 12, 1993.
July 17, 1997
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 6,000,000
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 1993 Stock
Option 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
EXHIBIT 24.1- CONSENT OF ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of EMC Corporation on Form S-8 of our report dated January
23, 1997, on our audits of the consolidated financial statements and
financial statement schedule of EMC Corporation as of December 31, 1996
and December 30, 1995 and for the years ended December 31, 1996,
December 30, 1995, and December 31, 1994, which report is included in
the Company's Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
July 11, 1997
