<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1997
REGISTRATION NO. 333-41079
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
EMC CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MASSACHUSETTS 3577 04-2680009
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)
171 SOUTH STREET
HOPKINTON, MASSACHUSETTS 01748
(508) 435-1000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
--------------
PAUL T. DACIER, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
EMC CORPORATION
171 SOUTH STREET
HOPKINTON, MASSACHUSETTS 01748
(508) 435-1000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
--------------
Copies to:
DAVID B. WALEK. ESQ.
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110
(617) 951-7388
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
--------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]
--------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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- -------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED DECEMBER 10, 1997
EMC CORPORATION
3,660,000 SHARES OF COMMON STOCK
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This Prospectus relates to up to 3,660,000 shares (the "Shares") of Common
Stock, $.01 par value per share (the "Common Stock"), of EMC Corporation (the
"Company") that may be offered and sold to participants and Immediate Family
Members (as defined below) of certain participants in the EMC Corporation 1985
Stock Option Plan, as amended from time to time (the "1985 Plan"), the EMC
Corporation 1992 Stock Option Plan for Directors, as amended from time to time
(the "1992 Plan"), and the EMC Corporation 1993 Stock Option Plan, as amended
from time to time (the "1993 Plan" and, together with the 1985 Plan and the
1992 Plan, collectively, the "Plans") upon the exercise of non-qualified stock
options ("NQSOs") granted to such participants under the Plans (the "Stock
Options") that have been or may be transferred by such participants (each a
"Participant Transferor") to Immediate Family Members ("Transferred Options"),
in accordance with the terms of the respective Plans and the grant documents
specifying the terms and conditions of such Stock Options. "Immediate Family
Members" means the children, grandchildren, spouse or common law spouse,
siblings or parents of the participant or bona fide trusts, partnerships or
other entities controlled by and of which the beneficiaries are such persons or
the participant.
The Company will sell the Shares to Plan participants and Immediate Family
Members in accordance with the terms of the Stock Options or the Transferred
Options, respectively. Certain of the Shares may be sold to affiliates of the
Company. Such affiliates will not resell such Shares except pursuant to an
effective registration statement covering such resale or pursuant to an
exemption from such registration, including, among others, the exemption
provided by Rule 144 under the Securities Act of 1933, as amended. The exercise
price of each Stock Option and each Transferred Option has been or will be
determined by the Board of Directors of the Company or the Committee (as
defined herein).
The Common Stock is traded on the New York Stock Exchange ("NYSE") under the
symbol "EMC." On December 9, 1997 the closing sale price of the Common Stock on
the NYSE was $27.63 per share.
-----------
THE SHARES HAVE NOT BEEN APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION, NOR HAVE THESE ORGANIZATIONS
DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT
WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU
WITH INFORMATION THAT IS DIFFERENT.
-----------
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO PURCHASE THE SHARES OFFERED BY THIS PROSPECTUS IN ANY
JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS
UNLAWFUL TO MAKE SUCH AN OFFER, OR SOLICITATION OF AN OFFER.
-----------
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY DISTRIBUTION OF THE SHARES
OFFERED PURSUANT TO THIS PROSPECTUS SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION SET FORTH
HEREIN OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE OF THIS PROSPECTUS
OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
ITS DATE.
The date of this Prospectus is , 1997
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 3
Incorporation of Certain Information by Reference.......................... 3
The Company................................................................ 4
Use of Proceeds............................................................ 4
Determination of Offering Price............................................ 4
Description of the Plans and the Stock Options............................. 5
Federal Income Tax Consequences............................................ 13
Plan of Distribution....................................................... 14
Legal Matters.............................................................. 14
Experts.................................................................... 14
</TABLE>
2
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements, information statements and other
information with the Securities and Exchange Commission (the "Commission")
pursuant to the Exchange Act, relating to its business, financial statements
and other matters. Such reports, proxy and information statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, and at the Commission's regional offices at 7 World Trade Center, Suite
1300, New York, New York 10048 and Citicorp Center, 500 West Madison, Suite
1400, Chicago, Illinois 60621-2511. Copies of such material can be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates, or from the Commission's internet
Web site at http://www.sec.gov. In addition, such material may also be
inspected and copied at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
This Prospectus does not contain all the information set forth in the
Registration Statement on Form S-3 (the "Registration Statement") filed by the
Company with the Commission with respect to the securities to which this
Prospectus relates, certain parts of which are omitted in accordance with the
rules and regulations of the Commission. For further information with respect
to the Company and the Shares, reference is made to the Registration Statement
including the exhibits thereto, which may be inspected at the above referenced
public reference facilities of the Commission. Statements contained herein
concerning the provisions of any document are not necessarily complete and in
each instance reference is made to the copy of the document filed as an
exhibit or schedule to the Registration Statement. Each such statement is
qualified in its entirety by reference to the copy of the applicable documents
filed with the Commission.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The description of the Common Stock of the Company on Form 8-A filed with
the Commission pursuant to Section 12 of the Exchange Act on March 4, 1988,
the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1996 (Commission File No. 1-9853), the Company's Quarterly Reports on Form
10-Q for the quarters ended March 31, 1997, June 30, 1997 and September 30,
1997, and the Company's Current Reports on Form 8-K dated March 13, 1997 and
October 22, 1997 are hereby incorporated by reference in this Prospectus.
In addition, all reports and other documents filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
the initial filing of the Registration Statement of which this Prospectus
forms a part and prior to the termination of the offering made hereby shall be
deemed to be incorporated by reference into this Prospectus. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for all purposes
to the extent that a statement contained herein or in any other subsequently
filed document that is also incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to any person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy
of any or all of the documents which have been incorporated by reference in
this Prospectus, other than exhibits to such documents unless such exhibits
are specifically incorporated by reference into the documents so incorporated.
Requests for such copies should be directed to: Investor Relations Department,
EMC Corporation, 171 South Street, Hopkinton, Massachusetts 01748 (telephone
number (508) 435-1000).
3
<PAGE>
THE COMPANY
The Company designs, manufactures, markets and supports a wide range of
storage-related hardware, software and service products for the multi-billion
dollar market for mainframe, open systems and network attached storage
systems. The Company has become a leading supplier of intelligent enterprise
storage and retrieval technology for both mainframe and open systems
environments. These products are sold as storage solutions for customers
utilizing a variety of the world's most popular computer system platforms. The
Company's products provide solutions for a wide range of customer storage
requirements, from the highest performance mission critical applications to
extremely high capacity business support applications.
The Company was organized as a Massachusetts corporation in August 1979. The
Company's corporate headquarters is located at 171 South Street, Hopkinton,
Massachusetts 01748, and the telephone number is (508) 435-1000.
USE OF PROCEEDS
The Company intends to use the net proceeds from the sale of the Shares
offered hereby for general corporate purposes.
DETERMINATION OF OFFERING PRICE
The Company will sell the Shares to Plan participants and Immediate Family
Members in accordance with the terms of the Stock Options and Transferred
Options, respectively. The exercise price of each Stock Option and each
Transferred Option has been or will be determined by the Board of Directors of
the Company or the Committee (as defined herein).
4
<PAGE>
DESCRIPTION OF THE PLANS AND THE STOCK OPTIONS
INFORMATION RELATING TO STOCK OPTIONS
Information relating to the exercise of Stock Options by Plan participants
and the related federal income tax consequences is described in the written
information regarding the applicable Plan under which such Stock Options were
issued, copies of which have been furnished to Plan participants. Copies of
such information will be furnished promptly without charge to Plan
participants and Immediate Family Members upon written or oral request.
INFORMATION RELATING TO TRANSFERRED OPTIONS
1985 PLAN
General Information
The Transferred Options that were originally awarded under the 1985 Plan are
subject to the provisions of the 1985 Plan. A copy of the 1985 Plan is filed
as an exhibit to the Registration Statement of which this Prospectus forms a
part. The following description of the 1985 Plan summarizes certain material
provisions of the 1985 Plan, but does not purport to be complete and is
qualified in its entirety by reference to the 1985 Plan.
The 1985 Plan is not qualified under Section 401(a) of the Internal Revenue
Code of 1986, as amended (the "Code") and is not subject to the provisions of
the Employee Retirement Income Security Act of 1974 ("ERISA").
Currently, the total number of shares of Common Stock that are authorized to
be issued under the 1985 Plan is 72,000,000. As of November 18, 1997,
64,519,938 shares have been issued, 6,661,642 are subject to outstanding
options and 818,420 are available for future grant.
The 1985 Plan is administered by the Executive Compensation and Stock Option
Committee of the Board of Directors (the "Committee") and, to the extent
provided in the 1985 Plan, by the Board of Directors. The Board of Directors
or the Committee approves all transactions under the 1985 Plan and determines
the provisions of options to be granted under the 1985 Plan.
Amendment of the 1985 Plan
The Board of Directors may at any time or times amend the 1985 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 1985 Plan as to any further grants of
options, provided that no such amendment shall, without the approval of the
stockholders of the Company, inter alia, (a) increase the maximum number of
shares available under the 1985 Plan, (b) change the group of employees
eligible to receive options under the 1985 Plan, (c) extend the time within
which options may be granted, or (d) change the amendment provisions of the
1985 Plan, and no such amendment shall adversely affect the rights of any
employee (without the employee's consent) under any option previously granted.
Transferred Options
Type of Options. Transferred Options granted under the 1985 Plan are or will
be NQSOs.
Option Price. The exercise price of all Transferred Options under the 1985
Plan has been or will be determined by the Board of Directors or the Committee
on the date of grant, and is or will be set forth in the option grant.
Payment. The shares of stock purchased upon any exercise of a Transferred
Option 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, by a combination of cash and Common Stock.
5
<PAGE>
Exercise of Options. Transferred Options under the 1985 Plan are exercisable
at such time or times as the Board of Directors or the Committee shall
determine. In the case of an option that is 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. An Immediate
Family Member electing to exercise an option must give written notice to the
Company of the election, accompanied by an option exercise notice, any
documents required by the Board of Directors or the Committee, and the
purchase price. The Board of Directors or the Committee may require the
Immediate Family Member to fulfill any conditions it stipulates that are not
inconsistent with the terms of the 1985 Plan.
Tax Withholding. It is a condition of exercise that the Participant
Transferor of the Transferred Option satisfy any applicable tax withholding
requirements associated with the exercise. The Immediate Family Member must
ensure that the Participant Transferor is aware of the exercise and is
prepared to satisfy any necessary withholding obligations. For a discussion of
the federal income tax consequences, see "Federal Income Tax Consequences."
Transferability. Under the 1985 Plan, options are transferable only by will,
by the laws of descent and distribution or pursuant to a qualified domestic
relations order; provided that the Board of Directors or the Committee may
allow for transferability of NQSOs to Immediate Family Members of the option
holder, and options may be exercised by an Immediate Family Member only in
accordance with the provisions outlined below.
Upon transfer to an Immediate Family Member, the Transferred Option
continues to be governed by and subject to the terms and limitations of the
1985 Plan and the relevant grant, and the Immediate Family Member is required
to abide by the Company's then current stock option transfer guidelines and is
entitled to the same rights thereunder as the Participant Transferor, as if no
transfer had taken place. Accordingly, the rights of the Immediate Family
Member are subject to the terms and limitations of the original grant to the
Participant Transferor, including provisions relating to expiration date,
exercisability, exercise price and forfeiture upon termination of the
Participant Transferor's employment with the Company.
Exercise of Transferred Options by Immediate Family Members
A Transferred Option may be exercised by an Immediate Family Member at any
time from the time first set by the Board of Directors or the Committee in the
original grant to the Participant Transferor until the close of business on
the expiration date of the Transferred Option (as may be affected by the
Participant Transferor's employment status as described below).
The purchase price of the shares as to which Transferred Options are
exercised shall be paid to the Company at the time of exercise in the manner
described above. See "Transferred Options--Exercise of Options."
Upon exercise of a Transferred Option by an Immediate Family Member, any
federal, state or local withholding taxes arising from the exercise are the
obligation of the Participant Transferor or the Participant Transferor's
estate, as applicable.
A Transferred Option will be deemed exercised on the date the Company has
received a copy of the option exercise notice, completed in all respects and
signed by the Immediate Family Member (accompanied by payment of the exercise
price). The Transferred Option shares will generally be transferred to the
Immediate Family Member as of the day that (i) the above conditions have been
met, (ii) the funds and/or shares of Common Stock paid by the Immediate Family
Member in satisfaction of the exercise price have been received by the Company
free and clear of all restrictions, and (iii) the Company has received
confirmation that the Participant Transferor's tax withholding obligations
have been satisfied.
6
<PAGE>
Once the exercise is completed as described above, stock certificates for
the appropriate number of shares will be delivered to the Immediate Family
Member or his or her estate or beneficiaries, or otherwise delivered in such
manner as the person(s) entitled thereto may direct.
Termination. Because Stock Options transferred to Immediate Family Members
continue to be governed by the terms of the 1985 Plan and the original grant,
their exercisability continues to be affected by the Participant Transferor's
employment status. In addition to terminating upon exercise and upon
expiration of the stated term of the option, each option shall terminate upon
termination of a participant's employment as set forth below.
Under the 1985 Plan, all previously unexercised options terminate and are
forfeited automatically upon the termination of the Participant Transferor's
employment with the Company, unless the Committee or the Board of Directors
specifies otherwise. However, if a Participant Transferor dies at a time when
an Immediate Family Member is entitled to exercise an option, then the portion
formerly exercisable by the Immediate Family Member may be exercised by the
Immediate Family Member within three years of the death of the Participant
Transferor. Shares which are not delivered because of termination of options
may be reused for other options.
Changes in Capital
If the outstanding shares of Common Stock of the Company shall at any time
be changed or exchanged by declaration of a stock dividend, stock split,
combination of shares, recapitalization, merger, consolidation or other
corporate reorganization in which the Company is the surviving corporation, or
if the Company shall pay an extraordinary dividend on its Common Stock, the
number and kind of shares subject to the 1985 Plan and/or the option prices
shall be appropriately and equitably adjusted by the Committee or the Board of
Directors. In the event of a dissolution, liquidation, consolidation or merger
in which the Company is not the surviving corporation, all outstanding options
will thereupon terminate, provided that at least twenty days prior to the
effective date of any such dissolution, liquidation, consolidation or merger,
the Company will either (i) make all outstanding options exercisable at least
twenty days prior to the effective date of such dissolution, liquidation,
consolidation or merger, or (ii) arrange to have the surviving corporation
grant replacement options to the option holders.
1992 PLAN
General Information
The Transferred Options that were originally awarded under the 1992 Plan are
subject to the provisions of the 1992 Plan. A copy of the 1992 Plan is filed
as an exhibit to the Registration Statement of which this Prospectus forms a
part. The following description summarizes certain material provisions of the
1992 Plan, but does not purport to be complete and is qualified in its
entirety by reference to the 1992 Plan.
The 1992 Plan is not qualified under Section 401(a) of the Code and is not
subject to the provisions of ERISA.
Currently, the total number of shares of Common Stock that are authorized to
be issued under the 1992 Plan is 3,600,000. As of November 18, 1997, 807,332
shares have been issued, 2,312,668 are subject to outstanding options and
480,000 are available for future grant.
The 1992 Plan is administered by the Board of Directors and the Committee as
set forth in the 1992 Plan. The Board of Directors or the Committee approves
all transactions under the 1992 Plan and determines the provisions of options
to be granted under the 1992 Plan.
7
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Amendment of the 1992 Plan
The Board of Directors may at any time, or times, amend the 1992 Plan for
the purpose of satisfying 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 1992 Plan as to any further grants of options, provided
that (except to the extent expressly required or permitted in the 1992 Plan)
no such amendment shall, without the approval of the stockholders of the
Company, (a) increase the maximum number of shares available under the 1992
Plan; (b) increase the number of options to be granted to Eligible Directors;
(c) amend the definition of Eligible Directors so as to enlarge the group of
directors eligible to receive options under the 1992 Plan; (d) reduce the
price at which options may be granted other than as permitted in the 1992
Plan; or (e) change the amendment provisions of the 1992 Plan.
Transferred Options
Type of Options. Transferred Options granted under the 1992 Plan are or
will be NQSOs. The Transferred Options may be either formula options, awarded
to each Eligible Director (as defined in the 1992 Plan) or discretionary
options (as defined in the 1992 Plan), awarded to Eligible Directors in the
sole discretion of the Board of Directors or the Committee.
Option Price. The exercise price of all Transferred Options under the 1992
Plan has been or will be determined by the Board of Directors or the Committee
on the date of grant, and is or will be set forth in the option grant.
Payment. The shares of stock purchased upon any exercise of a Transferred
Option 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, by a combination of cash and Common Stock.
Exercise of Options. Transferred Options under the 1992 Plan are
exercisable in accordance with the provisions of the 1992 Plan. Each formula
option shall become exercisable in increments of 33 1/3% of the shares covered
thereby on each of the first through third anniversaries of the grant. Each
discretionary option shall become exercisable at such time or times as the
Committee or the Board of Directors shall determine. The latest date on which
an option may be exercised is the date ten years after the date the option was
granted. An Immediate Family Member electing to exercise an option must give
written notice to the Company of the election, accompanied by an option
exercise notice, any documents required by the Board of Directors or the
Committee, and the purchase price. The Board of Directors or the Committee may
require the Immediate Family Member to fulfill any conditions it stipulates
that are not inconsistent with the terms of the 1992 Plan.
Taxes. It is a condition of exercise that the Participant Transferor of the
Transferred Option satisfy any applicable tax requirements associated with the
exercise. The Immediate Family Member must ensure that the Participant
Transferor is aware of the exercise and is prepared to satisfy any necessary
tax obligations. For a discussion of the federal income tax consequences, see
"Federal Income Tax Consequences."
Transferability. Under the 1992 Plan, options are transferable only by
will, by the laws of descent and distribution or pursuant to a qualified
domestic relations order; provided that the Board of Directors or the
Committee may allow for transferability of NQSOs to Immediate Family Members
of the option holder, and options may be exercised by an Immediate Family
Member only in accordance with the provisions outlined below.
Upon transfer to an Immediate Family Member, the Transferred Option
continues to be governed by and subject to the terms and limitations of the
1992 Plan and the relevant grant, and the Immediate Family Member is required
to abide by the Company's then current stock option transfer guidelines and is
entitled to the same rights thereunder as the Participant Transferor, as if no
transfer had taken place. Accordingly, the rights of the Immediate Family
Member are subject to the terms and limitations of the original grant to the
Participant
8
<PAGE>
Transferor, including provisions relating to expiration date, exercisability,
exercise price and forfeiture upon termination of the Participant Transferor's
employment with the Company.
Exercise of Transferred Options by Immediate Family Members
A Transferred Option may be exercised by an Immediate Family Member at any
time from the time first set by the Board of Directors or the Committee in the
original grant to the Participant Transferor until the close of business on
the expiration date of the Transferred Option (as may be affected by the
Participant Transferor's status as a director as described below).
The purchase price of the shares as to which Transferred Options are
exercised shall be paid to the Company at the time of exercise in the manner
described above. See "Transferred Options--Exercise of Options."
Upon exercise of a Transferred Option by an Immediate Family Member, any
federal, state or local withholding taxes arising from the exercise are the
obligation of the Participant Transferor or the Participant Transferor's
estate, as applicable.
A Transferred Option will be deemed exercised on the date the Company has
received a copy of the option exercise notice, completed in all respects and
signed by the Immediate Family Member (accompanied by payment of the exercise
price). The Transferred Option shares will generally be transferred to the
Immediate Family Member as of the day that (i) the above conditions have been
met, (ii) the funds and/or shares of Common Stock paid by the Immediate Family
Member in satisfaction of the exercise price have been received by the Company
free and clear of all restrictions, and (iii) the Company has received
confirmation that the Participant Transferor's tax withholding obligations
have been satisfied.
Once the exercise is completed as described above, stock certificates for
the appropriate number of shares will be delivered to the Immediate Family
Member or his or her estate or beneficiaries, or otherwise delivered in such
manner as the person(s) entitled thereto may direct.
Termination. Because Stock Options transferred to Immediate Family Members
continue to be governed by the terms of the 1992 Plan and the original grant,
their exercisability continues to be affected by the Participant Transferor's
status as a director. In addition to terminating upon exercise and upon
expiration of the stated term of the option, each option shall terminate upon
termination of a participant's service with the Company as set forth below.
Under the 1992 Plan, all previously unexercised options terminate and are
forfeited automatically upon the termination of the Participant Transferor's
service with the Company, unless the Committee or the Board of Directors
specifies otherwise. However, if a Participant Transferor dies at a time when
an Immediate Family Member is entitled to exercise an option, then the portion
formerly exercisable by the Immediate Family Member may be exercised by the
Immediate Family Member within three years of the death of the Participant
Transferor. Shares which are not delivered because of termination of options
may be reused for other options.
Changes in Capital
If the outstanding shares of Common Stock of the Company shall at any time
be changed or exchanged by declaration of a stock dividend, stock split,
combination of shares, recapitalization, merger, consolidation or other
corporate reorganization in which the Company is the surviving corporation, or
if the Company shall pay an extraordinary dividend on its Common Stock, the
number and kind of shares subject to the 1992 Plan and/or the option prices
shall be appropriately and equitably adjusted by the Committee or the Board of
Directors. In the event of a dissolution, liquidation, consolidation or merger
in which the Company is not the surviving corporation, all outstanding options
will thereupon terminate, provided that at least twenty days prior to the
effective date of any such dissolution, liquidation, consolidation or merger,
the Company will either (i) make all outstanding options exercisable at least
twenty days prior to the effective date of such dissolution, liquidation,
consolidation or merger, or (ii) arrange to have the surviving corporation
grant replacement options to the option holders.
9
<PAGE>
1993 PLAN
General Information
The Transferred Options that were originally awarded under the 1993 Plan are
subject to the provisions of the 1993 Plan. A copy of the 1993 Plan is filed
as an exhibit to the Registration Statement of which this Prospectus forms a
part. The following description of the 1993 Plan summarizes certain material
provisions of the 1993 Plan, but does not purport to be complete and is
qualified in its entirety by reference to the 1993 Plan.
The 1993 Plan is not qualified under Section 401(a) of the Code and is not
subject to the provisions of ERISA.
Currently, the total number of shares of Common Stock that are authorized to
be issued under the 1993 Plan is 28,000,000. As of November 18, 1997,
2,882,466 shares have been issued, 18,458,820 shares are subject to
outstanding options and 6,658,714 shares are available for future grants.
The 1993 Plan is administered by the Board of Directors and the Committee,
as set forth in the 1993 Plan. The Board of Directors or the Committee
approves all transactions under the 1993 Plan and determines the provisions of
options to be granted under the 1993 Plan.
Amendment of the 1993 Plan
The Board of Directors may at any time or times amend the 1993 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 1993 Plan as to any further grants of
options, provided that no such amendment shall, without the approval of the
stockholders of the Company, inter alia, (a) increase the maximum number of
shares available under the 1993 Plan, (b) change the group of employees
eligible to receive options under the 1993 Plan, (c) extend the time within
which options may be granted, or (d) change the amendment provisions of the
1993 Plan, and no such amendment shall adversely affect the rights of any
employee (without the employee's consent) under any option previously granted.
Transferred Options
Type of Options. Transferred Options under the 1993 Plan are or will be
NQSOs.
Option Price. The exercise price of all Transferred Options under the 1993
Plan has been or will be determined by the Board of Directors or the Committee
on the date of grant, and is or will be set forth in the option grant.
Payment. The shares of stock purchased upon any exercise of a Transferred
Option 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, by a combination of cash and Common Stock.
Exercise of Options. Transferred Options under the 1993 Plan are
exercisable at such time or times as the Board of Directors or the Committee
shall determine. In the case of an option that is 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. An Immediate
Family Member electing to exercise an option must give written notice to the
Company of the election, accompanied by an option exercise notice, any
documents required by the Board of Directors or the Committee, and the
purchase price. The Board of Directors or the Committee may require the
Immediate Family Member to fulfill any conditions it stipulates that are not
inconsistent with the terms of the 1993 Plan.
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<PAGE>
Tax Withholding. It is a condition of exercise that the Participant
Transferor of the Transferred Option satisfy any applicable tax withholding
requirements associated with the exercise. The Immediate Family Member must
ensure that the Participant Transferor is aware of the exercise and is
prepared to satisfy any necessary withholding obligations. For a discussion of
the federal income tax consequences, see "Federal Income Tax Consequences."
Transferability. Under the 1993 Plan, options are transferable only by
will, by the laws of descent and distribution or pursuant to a qualified
domestic relations order; provided that the Board of Directors or the
Committee may allow for transferability of NQSOs to Immediate Family Members
of the option holder, and options may be exercised by an Immediate Family
Member only in accordance with the provisions outlined below.
Upon transfer to an Immediate Family Member, the Transferred Option
continues to be governed by and subject to the terms and limitations of the
1993 Plan and the relevant grant, and the Immediate Family Member is required
to abide by the Company's then current stock option transfer guidelines and is
entitled to the same rights thereunder as the Participant Transferor, as if no
transfer had taken place. Accordingly, the rights of the Immediate Family
Member are subject to the terms and limitations of the original grant to the
Participant Transferor, including provisions relating to expiration date,
exercisability, exercise price and forfeiture upon termination of the
Participant Transferor's employment with the Company.
Exercise of Transferred Options by Immediate Family Members
A Transferred Option may be exercised by an Immediate Family Member at any
time from the time first set by the Board of Directors or the Committee in the
original grant to the Participant Transferor until the close of business on
the expiration date of the Transferred Option (as may be affected by the
Participant Transferor's employment status as described below).
The purchase price of the shares as to which Transferred Options are
exercised shall be paid to the Company at the time of exercise in the manner
described above. See "Transferred Options--Exercise of Options."
Upon exercise of a Transferred Option by an Immediate Family Member, any
federal, state or local withholding taxes arising from the exercise are the
obligation of the Participant Transferor or the Participant Transferor's
estate, as applicable.
A Transferred Option will be deemed exercised on the date the Company has
received a copy of the option exercise notice, completed in all respects and
signed by the Immediate Family Member (accompanied by payment of the exercise
price). The Transferred Option shares will generally be transferred to the
Immediate Family Member as of the day that (i) the above conditions have been
met, (ii) the funds and/or shares of Common Stock paid by the Immediate Family
Member in satisfaction of the exercise price have been received by the Company
free and clear of all restrictions, and (iii) the Company has received
confirmation that the Participant Transferor's tax withholding obligations
have been satisfied.
Once the exercise is completed as described above, stock certificates for
the appropriate number of shares will be delivered to the Immediate Family
Member or his or her estate or beneficiaries, or otherwise delivered in such
manner as the person(s) entitled thereto may direct.
Termination. Because Stock Options transferred to Immediate Family Members
continue to be governed by the terms of the 1993 Plan and the original grant,
their exercisability continues to be affected by the Participant Transferor's
employment status. In addition to terminating upon exercise and upon
expiration of the stated term of the option, each option shall terminate upon
termination of a participant's employment as set forth below.
Under the 1993 Plan, all previously unexercised options terminate and are
forfeited automatically upon the termination of the Participant Transferor's
employment with the Company, unless the Committee or the Board
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<PAGE>
of Directors specifies otherwise. However, if a Participant Transferor dies at
a time when an Immediate Family Member is entitled to exercise an option, then
the portion formerly exercisable by the Immediate Family Member may be
exercised by the Immediate Family Member within three years of the death of
the Participant Transferor. Shares which are not delivered because of
termination of options may be reused for other options.
Changes in Capital
If the outstanding shares of Common Stock of the Company shall at any time
be changed or exchanged by declaration of a stock dividend, stock split,
combination of shares, recapitalization, merger, consolidation or other
corporate reorganization in which the Company is the surviving corporation, or
if the Company shall pay an extraordinary dividend on its Common Stock, the
number and kind of shares subject to the 1993 Plan and/or the option prices
shall be appropriately and equitably adjusted by the Committee or the Board of
Directors. In the event of a dissolution, liquidation, consolidation or merger
in which the Company is not the surviving corporation, all outstanding options
will thereupon terminate, provided that at least twenty days prior to the
effective date of any such dissolution, liquidation, consolidation or merger,
the Company will either (i) make all outstanding options exercisable at least
twenty days prior to the effective date of such dissolution, liquidation,
consolidation or merger, or (ii) arrange to have the surviving corporation
grant replacement options to the option holders.
12
<PAGE>
FEDERAL INCOME TAX CONSEQUENCES
Prior to making a transfer of a Stock Option, a participant should consult
with his or her personal tax advisors concerning the possible federal and
state gift, estate, inheritance, and generation skipping tax consequences of
such a transfer, as well as state and local income tax consequences which are
not addressed herein. The discussion of federal income tax consequences for
the Participant Transferor and the Immediate Family Member set forth below
assumes that the Transferred Option does not have a readily ascertainable fair
market value at the date of grant and that the transfer of a Stock Option
during a participant's lifetime is made by way of gift and no consideration is
received therefor.
Federal Income Tax Consequences for Participant Transferors. A Participant
Transferor who transfers a Stock Option by way of gift to an Immediate Family
Member or a trust for the benefit of an Immediate Family Member or a
partnership in which only Immediate Family Members are partners will not
recognize income at the time of the transfer. Instead, at the time the
Immediate Family Member exercises the Transferred Option, the Participant
Transferor will generally recognize ordinary compensation income in an amount
equal to the excess of the fair market value of the shares purchased over the
exercise price. (Special rules may apply to participants subject to potential
liability under Section 16(b) of the Exchange Act, which may defer the
recognition of compensation income.) Moreover, such income will be subject to
payment and withholding of income and FICA taxes. Normally, Participant
Transferors may satisfy the withholding obligation by writing a check to the
Company or by another method permitted by the Company. Subject to certain
limitations, the Company will generally be entitled to claim a federal income
tax deduction at such time and in the same amount that the Participant
Transferor recognizes as ordinary income. In the event the Immediate Family
Member exercises the Transferred Option after the death of the Participant
Transferor, any such ordinary income will generally be recognized by the
Participant Transferor's estate.
Federal Income Tax Consequences for Immediate Family Members. An Immediate
Family Member will not recognize income at the time of the transfer of a Stock
Option. As described in the preceding paragraph, the Participant Transferor
(or the estate of the Participant Transferor, as the case may be) and not the
Immediate Family Member will generally recognize ordinary compensation income
at the time the Immediate Family Member exercises the Transferred Option. An
Immediate Family Member who chooses to exercise a Transferred Option in whole
or in part by delivery of other shares of Common Stock already owned by the
Immediate Family Member should consult with his or her own tax advisor
concerning the tax consequences of such a transaction.
Federal Income Tax Consequences on Subsequent Sale of Stock. If shares
acquired upon exercise of a Transferred Option are later sold or exchanged,
then the difference between the sale price and the Immediate Family Member's
tax basis for the shares will generally be taxable as long-term or short-term
capital gain or loss (if the stock is a capital asset of the Immediate Family
Member) depending upon whether the stock has been held for more than one year
after the exercise date. The tax basis for the shares in the hands of the
Immediate Family Member would be the exercise price for the Transferred Option
plus the amount of the income recognized by the Participant Transferor (or the
estate of the Participant Transferor, as the case may be) at the time of
exercise.
13
<PAGE>
PLAN OF DISTRIBUTION
The Shares are being registered to permit the sale by the Company of such
Shares to certain Plan participants or Immediate Family Members upon the
exercise of Stock Options or Transferred Options, respectively. The Company
has agreed, among other things, to bear all expenses in connection with the
Registration Statement and the sale of the Shares covered by this Prospectus.
The Shares may be sold from time to time in one or more transactions at
offering prices determined in accordance with the terms of the Stock Options
or the Transferred Options, as the case may be. Certain of the Shares may be
sold to affiliates of the Company. Such affiliates will not resell such Shares
except pursuant to an effective registration statement covering such resale or
pursuant to an exemption from such registration, including, among others, the
exemption provided by Rule 144 under the Securities Act of 1933, as amended.
The Common Stock is listed for trading on the New York Stock Exchange, and
the Shares have been approved for listing on the New York Stock Exchange.
LEGAL MATTERS
Certain legal matters with respect to the validity of the Shares offered
hereby will be passed upon for the Company by Ropes & Gray, One International
Place, Boston, Massachusetts. Certain partners of Ropes & Gray are the
beneficial owners of an aggregate of approximately 48,000 shares of Common
Stock.
EXPERTS
The consolidated financial statements of the Company as of December 30, 1995
and December 31, 1996 and for each of the three years in the period ended
December 31, 1996 appearing in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996 and incorporated by reference in this
Prospectus have been incorporated herein in reliance on the report of Coopers
& Lybrand L.L.P., independent accountants, given on the authority of that firm
as experts in accounting and auditing.
14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses in connection with the
issuance of the securities being registered. All of the amounts shown are
estimates except the Commission registration fee. Such expenses will be borne
by the Company:
<TABLE>
<CAPTION>
AMOUNT
-------
<S> <C>
Registration Fee.................................................. $ 100
Legal Fees and Expenses........................................... $ 5,000
Printing Fees..................................................... $ 1,000
Miscellaneous..................................................... $ 900
-------
Total........................................................... $ 7,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 9 of the By-laws of the Registrant, the Registrant shall, to
the extent legally permissible, indemnify each of its directors and officers
(including persons who serve at its request as directors, officers, or
trustees of another organization or in any capacity with respect to any
employee benefit plan) against all liabilities and expenses, including amounts
paid in satisfaction of judgments, in compromise or as fines and penalties,
and counsel fees, reasonably incurred by him or her in connection with the
defense or disposition of any action, suit or other proceeding, whether civil
or criminal, in which he may be involved or with which he may be threatened,
while in office or thereafter, by reason of his or her being or having been
such a director or officer, except with respect to any matter as to which he
shall have been adjudicated in any proceeding not to have acted in good faith
in the reasonable belief that his or her action was in the best interests of
the Registrant (any person serving another organization in one or more of the
indicated capacities at the request of the Registrant who shall have acted in
good faith in the reasonable belief that his or her action was in the best
interests of such other organization to be deemed as having acted in such
manner with respect to the Registrant) or, to the extent that such matter
relates to service with respect to any employee benefit plan, in the best
interests of the participants or beneficiaries of such employee benefit plan;
provided, however that as to any matter disposed of by a compromise payment by
such director or officer, pursuant to a consent decree or otherwise, no
indemnification either for said payment or for any other expenses shall be
provided unless such compromise shall be approved as in the best interests of
the Registrant, after notice that it involves such indemnification, by (a) a
disinterested majority of the directors then in office; or (b) a majority of
the disinterested directors then in office, provided that there has been
obtained an opinion in writing of independent legal counsel to the effect that
such director or officer appears to have acted in good faith in the reasonable
belief that his or her action was in the best interests of the Registrant; or
(c) the holders of a majority of the outstanding stock at the time entitled to
vote for directors, voting as a single class, exclusive of any stock owned by
any interested director or officer. Expenses, including counsel fees,
reasonably incurred by any director or officer in connection with the defense
or disposition of any such action, suit or other proceeding may be paid from
time to time by the Registrant in advance of the final disposition thereof
upon receipt of an undertaking by such director or officer to repay the
amounts so paid to the Registrant if it is ultimately determined that
indemnification for such expenses is not authorized under such Section 9. The
right of indemnification provided by such Section 9 is not to be exclusive of
or affect any rights to which any director or officer may otherwise be
entitled. As used in such Section 9, the terms "director" and "officer"
include their respective heirs, executors and administrators, and an
"interested" director or officer is one against whom in such capacity the
proceedings in question or another proceeding on the same or similar grounds
is then pending. Nothing contained in such Section 9 shall affect any rights
to indemnification to which corporate personnel other than directors and
officers may be entitled by contract or otherwise under law.
II-1
<PAGE>
ITEM 16. EXHIBITS
The following exhibits are either filed herewith or incorporated by
reference to documents previously filed as indicated below:
4.1 Articles of Organization, as amended. Incorporated by reference from the
Company's Current Report on Form 8-K dated May 26, 1995 and from the
Company's Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1997 filed with the Commission on August 12, 1997 (File No. 0-
14367).
4.2 Bylaws, as amended. Incorporated by reference from the Company's
Quarterly Report on Form 10-Q for the quarterly period ended July 1, 1995
filed with the Commission on August 11, 1995.
* 5.1 Opinion of Ropes & Gray.
*23.1 Consent of Ropes & Gray (included with Exhibit 5.1 hereof).
*23.2 Consent of Coopers & Lybrand L.L.P.
*24.1 Power of Attorney (included with the signature pages to this
Registration Statement).
99.1 EMC Corporation 1985 Stock Option Plan. Incorporated by reference from
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 (Commission File No. 1-9853) filed with the Commission
on February 27, 1997.
99.2 EMC Corporation 1992 Stock Option Plan for Directors. Incorporated by
reference from the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 (Commission File No. 1-9853) filed with the
Commission on February 27, 1997.
99.3 EMC Corporation 1993 Stock Option Plan. Incorporated by reference from
the Company's Registration Statement on Form S-8 filed with the
Commission on July 17, 1997 (Commission File No. 333-31471).
- --------
*Previously filed
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1)To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change
to such information in the Registration Statement.
(2)That, for the purposes of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(3)To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report, to security holders that is incorporated
by reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to
II-2
<PAGE>
be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.
(d) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to the Registration Statement on Form S-3
to be signed on its behalf by the undersigned, thereunto duly authorized in
the Town of Hopkinton, Commonwealth of Massachusetts, on December 9, 1997.
EMC Corporation
*
By: _________________________________
Name: Richard J. Egan
Title: Chairman of the Board and
Director
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURES TITLE DATE
* Chairman of the Board December 9, 1997
- ------------------------------- and Director (Principal
Richard J. Egan Executive Officer)
* President and Chief December 9, 1997
- ------------------------------- Executive Officer and
Michael C. Ruettgers Director
* Senior Vice President, December 9, 1997
- ------------------------------- Chief Administrative
Colin G. Patteson Officer and Treasurer
(Principal Financial
Officer)
* Vice President and Chief December 9, 1997
- ------------------------------- Financial Officer
William J. Teuber, Jr. (Principal Accounting
Officer)
II-4
<PAGE>
SIGNATURES TITLE DATE
---------- ----- ----
* Director December 9, 1997
- -------------------------------
Michael J. Cronin
* Director December 9, 1997
- -------------------------------
John F. Cunningham
* Director December 9, 1997
- -------------------------------
John R. Egan
* Director December 9, 1997
- -------------------------------
Maureen E. Egan
* Director December 9, 1997
- -------------------------------
W. Paul Fitzgerald
* Director December 9, 1997
- -------------------------------
Joseph F. Oliveri
*By: /s/ Paul T. Dacier Attorney-in-fact December 9, 1997
----------------------------
Paul T. Dacier
II-5
