<PAGE>
As filed with the Securities and Exchange Commission on August 5, 1998.
Registration No. 333-60177
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------------
FORM S-3
AMENDMENT NO. 1
TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------------------
EMC CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2680009
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
3577
(PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NUMBER)
35 PARKWOOD DRIVE, 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)
COPY TO:
MARILYN FRENCH, ESQ.
HUTCHINS, WHEELER & DITTMAR
A PROFESSIONAL CORPORATION
101 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
(617) 951-6600
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, other than securities offered only in connection with dividend or interest
investment plans, 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, please 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. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================
Title of Each Class Proposed Maximum Proposed Maximum
of Securities to be Amount to be Offering Price Aggregate Offering Amount of
Registered Registered Per Share (1) Price (1) Registration Fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 1,107,166
value $.01 per share shares $49.4375 $54,735,520 $16,147
======================================================================================================
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee, based
upon the average of the high and low prices of the Company's Common Stock as
reported on the New York Stock Exchange on July 27, 1998 in accordance with
Rule 457 under the Securities Act of 1933.
---------------------------------
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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
===============================================================================
<PAGE>
SUBJECT TO COMPLETION, DATED AUGUST 5, 1998
1,107,166 SHARES
EMC CORPORATION
COMMON STOCK
This Prospectus relates to the public offering, which is not being
underwritten, of up to 1,107,166 shares of Common Stock, par value $0.01 per
share (the "Shares"), of EMC Corporation (the "Company" or "EMC"), which may be
offered from time to time by certain stockholders of the Company or by donees,
transferees, pledgees or other successors in interest that receive such shares
as a gift or other non-sale related transfer (the "Selling Stockholders"). The
Company will receive no part of the proceeds of such sales. The Shares were
originally issued by the Company in connection with two acquisitions. 602,702
of the Shares (the "MCI Shares") were originally issued in connection with the
acquisition by a subsidiary of the Company of all the outstanding stock of
Management et Conseil en Informatique SA, a French company, and its affiliates
(the "MCI Acquisition"). 504,464 of the Shares (the "Millennia Shares") were
originally issued in connection with the Company's acquisition of Millennia III,
Inc., a Delaware corporation ("Millennia"), by and through the merger of
Millennia with and into a wholly-owned subsidiary of the Company (the "Millennia
Acquisition"). The Shares were issued pursuant to an exemption from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), provided for in Section 4(2) thereunder. The MCI Shares are
being registered by the Company pursuant to a Purchase Agreement dated April 23,
1998 by and among Michel Teman, the Company and the Company's subsidiary, EMC
(Benelux) B.V. (the "Purchase Agreement"). The Millennia Shares are being
registered by the Company pursuant to the Agreement and Plan of Merger dated as
of July 1, 1998 (the "Merger Agreement") by and among the Company, Millennia and
the Company's subsidiary, EMC Merger, Inc.
The Shares may be offered by the Selling Stockholders from time to time in
one or more transactions as described under "Plan of Distribution." To the
extent required, the number of shares to be sold, the name of the Selling
Stockholder(s), the purchase price, the name of any agent or broker-dealer, and
any applicable commissions, discounts or other items constituting compensation
to such agent or broker-dealer with respect to a particular offering will be set
forth in a supplement or supplements to this Prospectus (each, a "Prospectus
Supplement"). The aggregate proceeds to the Selling Stockholder(s) from the sale
of the shares offered from time to time hereby will be the purchase price of the
shares sold less commissions, discounts and other compensation, if any, paid by
the Selling Stockholder(s) to any agent or broker-dealer. The price at which any
of the Shares may be sold, and the commissions, if any, paid in connection with
any such sale, are unknown and may vary from transaction to transaction. The
Company will pay all expenses incident to the offering and sale of the Shares to
the public other than any commissions and discounts of underwriters, dealers or
agents and any transfer taxes. See "Selling Stockholders" and "Plan of
Distribution."
The Company's Common Stock is listed on the New York Stock Exchange under
the symbol "EMC." On July 27, 1998, the last sale price of the Company's
Common Stock was $50.5625 per share.
_________________________
SEE "RISK FACTORS"
BEGINNING ON PAGE 3 HEREOF.
_________________________
The Securities and Exchange Commission (the "Commission") may take the view
that, under certain circumstances, the Selling Stockholders and any broker-
dealers or agents that participate with the Selling Stockholders in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of the Securities Act. Commissions, discounts or concessions received by any
such broker-dealer or agent may be deemed to be underwriting commissions under
the Securities Act.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
_________________________
THE DATE OF THIS PROSPECTUS IS AUGUST 5, 1998
<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 and information statements and other information
with the Commission. Such reports, proxy and information statements and other
information may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
NW, Washington, D.C. 20549, and at the following Regional Offices of the
Commission: New York Regional Office, Seven World Trade Center, Suite 1300, New
York, New York 10048 and Chicago Regional Office, Northwest Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material may be obtained by mail at prescribed rates from the Public Reference
Section of the Commission at Judiciary Plaza, 450 Fifth Street, NW, Washington,
D.C. 20549. The Commission maintains a web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The address of the site is
http://www.sec.gov. The Common Stock of the Company is listed on the New York
Stock Exchange and such information may also be inspected at the offices of the
New York Stock Exchange, 20 Broad Street, New York, New York 10005.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") filed by the Company with the Commission under the
Securities Act. This Prospectus does not contain all of the information set
forth in the Registration Statement, 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 offered hereby, reference
is hereby made to the Registration Statement. The Registration Statement may be
inspected at the public reference facilities maintained by the Commission at the
addresses set forth in the preceding paragraph. The Company has filed the
Registration Statement electronically with the Commission via the Commission's
Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. Statements
contained herein concerning any document filed as an exhibit are not necessarily
complete and, in each instance, reference is made to the copy of such document
filed as an exhibit to the Registration Statement. Each such statement is
qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company (File No.
1-9853) pursuant to the Exchange Act are hereby incorporated by reference in
this Prospectus:
(1) 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;
(2) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997;
(3) The Company's definitive Proxy Statement dated March 20, 1998, filed
in connection with the Company's 1998 Annual Meeting of Stockholders;
and
(4) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the
initial registration statement relating to this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated by reference
into this Prospectus, to the extent required, and to be a part of this
Prospectus from the date of filing of such reports and documents. Any statement
contained in a document incorporated by reference into this Prospectus shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, upon written or oral request of such person, a copy of any or all of
the foregoing documents incorporated by reference into this Prospectus (other
than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents). Requests for such documents
should be submitted in writing to Investor Relations, EMC Corporation, 171 South
Street, Hopkinton, Massachusetts 01748 or by telephone at (508) 435-1000.
-2-
<PAGE>
THE COMPANY
The Company and its subsidiaries design, manufacture, market and support a
wide range of enterprise systems and software products and related services for
the enterprise storage market worldwide. EMC's products provide solutions for a
wide range of customer information storage requirements, from the highest
performance mission critical applications to extremely high capacity business
support applications. EMC's solutions integrate with major open systems
operating systems such as UNIX, Microsoft Corporation's Windows NT and
International Business Machines Corporation's ("IBM") OS400 as well as major
mainframe operating systems such as IBM's MVS. EMC's products are sold as
storage solutions for customers utilizing a variety of computer system
platforms, including, but not limited to, IBM and IBM-compatible mainframe,
Unisys Corporation, Compagnie des Machines Bull S.A., Hewlett-Packard Company
("HP"), NCR Corporation, Sequent Computer Systems, Inc., Siemens Nixdorf
Informationssysteme AG, Silicon Graphics, Inc. and other open systems and
mainframe platforms.
The Company was organized as a Massachusetts corporation in 1979. The
Company's corporate headquarters is located at 35 Parkwood Drive, Hopkinton,
Massachusetts 01748, and the telephone number is (508) 435-1000.
RISK FACTORS
This Prospectus and the documents incorporated herein contain certain
forward-looking statements within the meaning of the Federal Securities Laws.
Actual results could differ materially from those projected in the forward
looking statements as a result of certain risk factors, including those set
forth below and elsewhere in this Prospectus and the documents incorporated by
reference herein. In addition to other information contained or incorporated by
reference in this Prospectus, prospective investors should consider carefully
the factors listed below in evaluating an investment in the Shares offered
hereby.
Uneven Pattern of Quarterly Results
- -----------------------------------
There has been a historic and recurring "hockey stick" pattern of the
Company's quarterly sales, by which a disproportionate percentage of a quarter's
total sales occur in the last month and weeks and days of each quarter, making
prediction of revenues, earnings and working capital for each financial period
especially difficult and uncertain and increasing the risk of unanticipated
variations in quarterly results and financial condition.
This pattern of sales is itself believed to be the result of many factors,
including the significant size of EMC's average product price in relation to its
customers' budgets, resulting in long lead times for customers' budgetary
approval, which tends to be given late in a quarter; the tendency of customers
to wait until late in a quarter to commit to purchase in the hope of obtaining
more favorable pricing from one or more competitors seeking their business; and,
at times, seasonal influences, as well as the fourth quarter influence of
customers' spending their remaining capital budget authorization prior to new
budget constraints in the next year's first quarter.
The "hockey stick" pattern of the Company's sales also makes it extremely
difficult to predict near-term demand and adjust manufacturing capacity
accordingly. Substantial variance of orders from the predicted demand may limit
the Company's ability to assemble, test and ship orders received in the last
weeks and days of each quarter, which could adversely affect quarterly revenues
and earnings.
In addition, revenues in any quarter are substantially dependent on orders
booked and shipped in that quarter and the Company's backlog at any particular
time is not necessarily indicative of future sales levels. This is because the
Company manufactures its products on the basis of its forecast of near-term
demand and maintains inventory in advance of receipt of firm orders from
customers; orders are generally shipped by the Company shortly after receipt of
the order; and customers may reschedule orders with little or no penalty. These
are additional factors making the prediction of revenues extremely difficult.
Further, any unexpected decline in revenues without a corresponding and timely
slowdown in expenses could have a material adverse effect on the Company's
business, results of operations or financial condition.
Competition
- -----------
There is strong competition in the computer storage industry. EMC competes
with many companies, certain of which have substantially greater financial and
technological resources, larger distribution capabilities, earlier access to
customers and greater overall customer loyalty than EMC. In the open systems
market, the Company's primary competition is provided by systems vendors,
including IBM, Sun Microsystems Corporation and Compaq Computer Corporation. In
the mainframe market, EMC competes primarily with systems vendors IBM and
Hitachi Corporation. In the Company's opinion, the major competitive advantage
of the systems vendors is their overall market presence and ability to provide
integrated Central Processing Unit, storage and software packages. The Company
believes that its major independent storage competitors in the open systems
market are Data General Corporation, Symbios, Inc. and MTI Technology
Corporation. EMC's business may be adversely affected by the announcement or
introduction of new products by its competitors, price reductions of its
competitors' equipment or services and the implementation of certain marketing
strategies by its
-3-
<PAGE>
competitors. As a significant number of EMC's products are designed to be fully
compatible with IBM computers and IBM operating systems, EMC's business could
also be adversely affected by modifications in the design or configuration of
IBM computer systems.
Pricing
- -------
Competitive pricing pressures exist in the computer storage market, and
have had and may in the future have an adverse effect on the Company's revenues
and earnings. There also has been and may continue to be a willingness on the
part of certain competitors to reduce prices in order to preserve or gain market
share, which cannot be foreseen by the Company. The Company believes that
pricing pressures are likely to continue.
To date, the Company has been able to manage its component and product
design costs. However, there can be no assurance that the Company will be able
to continue to achieve reductions in component and product design costs. The
relative and varying rates of product price and component cost declines could
have an adverse effect on the Company's earnings.
Dependence on Suppliers
- -----------------------
The Company purchases certain components and products from suppliers who
EMC believes are currently the only suppliers of those components or products
that meet EMC's requirements. Among the most important components that EMC uses
are disk drives and high density memory components ("DRAMs"). The Company
currently purchases disk drives and DRAMs from a small number of qualified
suppliers. A failure by any supplier of disk drives, high density DRAMs or other
components to meet EMC's delivery or quality requirements for an extended period
of time could have a material adverse effect on EMC. The Company periodically
transitions its product line to new disk drive technologies. These transitions
may intensify the above risks. From time to time, because of high industry
demand and/or the inability of certain vendors to consistently meet on a timely
basis the Company's component quality standards, the Company has experienced
delays in deliveries of disk drives and high density DRAMs needed to satisfy
orders for its products. The Company is currently working with such vendors to
proactively maintain and/or improve component quality standards and also
continues to seek alternative sources of supply. If such shortages and/or
performance problems were to intensify, the Company could lose some time-
sensitive customer orders which could adversely affect quarterly revenues and
earnings. The adverse effect of a supplier's failure to meet EMC's requirements
may be intensified by the "hockey stick" pattern of the Company's sales and the
necessity of meeting critical manufacturing schedules.
New Products
- ------------
Technology and user needs change rapidly in the computer storage industry,
which requires ongoing technological development and introduction of new
products. Sales of the Symmetrix series of products constitute the principal
source of revenues for EMC and such sales are expected to continue to be the
principal source of its revenues in the near future. EMC expects competition in
the sale of storage products to increase, and there can be no assurance that the
Symmetrix series of products will continue to achieve market acceptance.
Significant delays in EMC's development of new hardware or software technologies
would be to the advantage of EMC's competitors. Furthermore, the continued
development of new hardware and software technologies for EMC's future
generations of products cannot be assured even with significant additional
investments.
Further risks inherent in new product introductions include the uncertainty
of price-performance relative to products of competitors, competitors' responses
to the introductions, accurate forecasting of customer demand, and the desire by
customers to evaluate new, more expensive products for longer periods of time.
There can be no assurance that the Company will be able to effectively manage
the transitions to new products or new technologies.
Change in Regulations
- ---------------------
The Company's business, results of operations and financial condition could
be adversely affected if laws, regulations or standards relating to the Company
or its products were newly implemented or changed.
Manufacturing Risks
- -------------------
EMC's products operate near the limits of electronic and physical
performance and are designed and manufactured with relatively small tolerances.
If flaws in design, production, assembly or testing occur on the part of EMC or
its suppliers, EMC may experience a rate of failure in its products that results
in substantial repair or replacement costs and potential damage to EMC's
reputation. Continued improvement in manufacturing capabilities and control of
material and manufacturing quality and costs will be critical factors in the
future growth of EMC. EMC frequently revises and updates manufacturing and test
processes to address engineering and component changes to its products and
evaluates the reallocation of manufacturing resources among its facilities.
There can be no assurance that EMC's efforts to monitor, develop and implement
appropriate test and manufacturing processes for its products, especially the
Symmetrix series of products, will be sufficient to permit EMC to avoid a rate
of failure in its products that results in substantial delays in shipment,
significant repair or replacement costs and potential damage to EMC's
reputation, any of which could have a
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<PAGE>
material adverse effect on EMC's operations and ultimately on its financial
results.
Indirect Channels of Distribution
- ---------------------------------
Since 1996, the Company has derived a significant percentage of its product
revenues from reseller and original equipment manufacturer ("OEM") channels. A
substantial portion of these reseller and OEM revenues stems from the Company's
reseller agreement with HP, of which there is no guaranty of renewal. The
Company's financial results could be adversely affected if such contracts were
terminated, if the Company's relationship with such resellers or OEMs were to
deteriorate or if the financial condition of its resellers and OEMs were to
weaken. In addition, as the Company's business grows, the Company may have an
increased reliance on indirect channels of distribution. There can be no
assurance that the Company will be successful in maintaining or expanding these
indirect channels of distribution. If the Company is not successful, the Company
may lose certain sales opportunities. Furthermore, the partial reliance on
indirect channels of distribution may materially reduce the visibility to
management of potential orders.
Alliances
- ---------
Many of the Company's products are marketed in conjunction with the
products of other vendors, and the Company plans to continue its strategy of
developing key alliances. There can be no assurance that the Company will be
successful in its ongoing strategic partnerships or that the Company will be
able to find further suitable business relationships as it develops new
products. Any failure to continue or expand such relationships could have a
material adverse effect on the Company's business, financial condition and
results of operation.
There can be no assurance that the Company's distributors and strategic
partners, many of which have significantly greater financial and marketing
resources than the Company, will not develop and market products in competition
with the Company in the future, discontinue their relationships with the
Company, or form competing arrangements with the Company's competitors.
International Sales
- -------------------
A substantial portion of the Company's revenues is derived from sales
outside the United States. In addition, a substantial portion of the Company's
products are manufactured outside of the United States. Accordingly, the
Company's future results could be adversely affected by a variety of factors,
including changes in foreign currency exchange rates, changes in a specific
country's or region's political or economic conditions, trade restrictions,
import or export licensing requirements, the overlap of different tax structures
or changes in international tax laws, changes in regulatory requirements,
compliance with a variety of foreign laws and regulations and longer payment
cycles in certain countries.
Management of Growth
- --------------------
The Company has a history of rapid growth. The Company's future operating
results will depend on management's ability to manage growth, including, but not
limited to, hiring and retaining significant numbers of qualified employees,
forecasting revenues, controlling expenses and managing its assets. An
unexpected decline in the growth rate of revenues without a corresponding and
timely reduction in expense growth or a failure to manage other aspects of
growth could have a material adverse effect on the Company's business, results
of operations or financial condition.
Dependence upon Key Personnel
- -----------------------------
The Company's continued growth and success depends to a significant extent
on the continued service of senior management and other key employees and the
hiring of new qualified employees. Competition for highly-skilled personnel is
intense in the high technology industry. There can be no assurance that the
Company will be successful in continuously recruiting new personnel or in
retaining existing personnel. The loss of one or more key employees or the
Company's inability to attract additional qualified employees or retain other
employees could have a material adverse effect on the Company's business,
results of operations or financial condition.
-5-
<PAGE>
Enforcement of the Company's Intellectual Property Rights
- ---------------------------------------------------------
The Company generally relies upon patent, copyright, trademark and trade
secret laws and contract rights in the United States and in other countries to
establish and maintain its proprietary rights in its technology and products.
However, there can be no assurance that any of such proprietary rights of the
Company will not be challenged, invalidated or circumvented. In addition, the
laws of certain countries do not protect the Company's proprietary rights to the
same extent as do the laws of the United States. Therefore, there can be no
assurance that the Company will be able to adequately protect its proprietary
technology against unauthorized third party copying or use, which could
adversely affect the Company's competitive position.
Further, there can be no assurance that the Company will be able to obtain
licenses to any technology that it may require to conduct its business or that,
if obtainable, such technology can be licensed at a reasonable cost.
From time to time, the Company receives notices from third parties claiming
infringement by the Company's products of third party patent or other
intellectual property rights. Responding to any such claim, regardless of its
merit, could be time-consuming, result in costly litigation, divert management's
attention and resources and cause the Company to incur significant expenses. In
the event there is a successful claim of infringement against the Company and
the Company fails to develop or license a substitute technology, the Company's
business, results of operations or financial condition could be materially
adversely affected.
Risks Associated with Future Acquisitions
- -----------------------------------------
As part of its business strategy, the Company may make acquisitions of, or
significant investments in, businesses that offer complementary products,
services and technologies. Any such future acquisitions or investments would be
accompanied by the risks commonly encountered in an acquisition of a business.
Such risks include, among other things, the difficulty of assimilating the
operations and personnel of the acquired business, the inability of management
to maximize the financial and strategic position of the Company through the
successful incorporation of acquired personnel and customers, the maintenance of
uniform standards, controls, procedures and policies and the impairment of
relationships with employees and customers as a result of any integration of new
management personnel. These factors could have a material adverse effect on the
Company's business, results of operations or financial condition. The Company
expects that the consideration paid for future acquisitions, if any, could be in
the form of cash, stock, rights to purchase stock or a combination thereof.
Dilution to existing stockholders and to earnings per share may result to the
extent that shares of stock or other rights to purchase stock are issued in
connection with any such future acquisitions.
Volatility of Stock Price
- -------------------------
The Company's stock price, like that of other technology companies, is
subject to significant volatility. The announcement of new products, services or
technological innovations by the Company or its competitors, quarterly
variations in the Company's results of operations, changes in revenue or
earnings estimates by the investment community and speculation in the press or
investment community are among the factors affecting the Company's stock price.
In addition, the stock price may be affected by general market conditions and
domestic and international economic factors unrelated to the Company's
performance. Because of these reasons, recent trends should not be considered
reliable indicators of future stock prices or financial results.
Year 2000 Issues
- ----------------
The Company uses a significant number of computer software programs and
operating systems in its product development, financial business systems and
administrative functions. To the extent these software applications are unable
to appropriately interpret the upcoming calendar year "2000," conversion of such
applications will be necessary. The Company has implemented a program to
determine whether the Company's systems are "Year 2000" compliant, assess the
impact of any non-compliance and make any necessary adjustments. As part of this
program, the Company is in the process of making the necessary conversions to
its internal software. The Company anticipates that its conversion program will
be completed in a timely manner. The Company does not anticipate that the total
cost of such program will have a material adverse effect on the Company's
business, results of operations or financial condition.
In addition, the Company has contacted its key suppliers and other key
third parties to determine the potential effect of the "Year 2000" issue on such
parties. To the extent such third parties are materially adversely affected by
the "Year 2000" issue, this could disrupt the Company's operations.
There can be no assurance that the conversion of the Company's systems will
be successful or that the Company's key contractors will have successful
conversion programs, and that any such "Year 2000" compliance failures will not
have a material adverse effect on the Company's business, results of operations
or financial condition.
-6-
<PAGE>
Foreign Exchange Risk Management
- --------------------------------
As a multinational corporation, the Company is exposed to changes in
foreign exchange rates. As the Company's international sales grow as a
percentage of total sales, exposure to volatility in exchange rates could have a
material adverse impact on the Company's financial results. The Company's risk
from exchange rate changes is primarily related to non-dollar denominated sales
in Europe and Japan.
The Company uses foreign currency forward and option contracts to manage
the risk of exchange rate fluctuations. The Company uses these derivative
instruments to reduce its foreign exchange risk by essentially creating
offsetting market exposures. The instruments held by the Company are not
leveraged, and are held for purposes other than trading.
The Company uses forward exchange contracts to hedge its net asset (balance
sheet) position, and uses option contracts to hedge a portion of anticipated but
not committed cash flows. The value-at-risk, using the variance/covariance
model, of the combined foreign exchange position represents a potential one-day
loss in earnings estimated to be nine hundred and thirty thousand dollars, at a
95% confidence level, as of December 31, 1997.
The success of the hedging program depends on forecasts of transaction
activity in the various currencies. To the extent that these forecasts are over
or understated during periods of currency volatility, the Company could
experience unanticipated currency gains or losses.
Interest Rate Risk
- ------------------
The Company maintains an investment portfolio consisting of debt securities
of various issuers, types and maturities. These securities are generally
classified as held to maturity, and consequently are recorded on the balance
sheet at amortized cost. A portion of the investments are classified as
available for sale. These securities are recorded on the balance sheet at market
value, with the unrealized gain or loss recorded through the equity section.
These instruments are not leveraged, and are not held for purposes of trading.
Due to the relatively short term average maturity of the investment portfolio, a
sudden sharp change in interest rates would not have a material adverse effect
on the value of the portfolio.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholders. See "Selling Stockholders" for a list of
those persons receiving proceeds from sales of Shares.
DIVIDEND POLICY
The Company has never paid cash dividends on its Common Stock. While
subject to periodic review, the current policy of the Board of Directors is to
retain all earnings to provide funds for the continued growth of the Company.
SELLING STOCKHOLDERS
The following table sets forth, as of the date of this Prospectus, the name
of each of the Selling Stockholders, the number of Shares that each such Selling
Stockholder owns as of such date, the number of Shares owned by each Selling
Stockholder that may be offered for sale from time to time by this Prospectus,
and the number of Shares to be held by each such Selling Stockholder assuming
the sale of all of the Shares offered hereby. Except as indicated below, none of
the Selling Stockholders has had a material relationship with the Company or any
of its affiliates within the past three years. The Company may amend or
supplement this Prospectus from time to time to update the disclosure set forth
herein.
-7-
<PAGE>
<TABLE>
<CAPTION>
MCI SHARES MILLENNIA SHARES
BENEFICIALLY BENEFICIALLY SHARES
OWNED OWNED BENEFICIALLY
PRIOR TO PRIOR TO SHARES WHICH OWNED AFTER
OFFERING(1)(2) OFFERING(1)(3) MAY BE SOLD OFFERING(1)(4)
------------------ ------------------ PURSUANT TO -----------------------
SELLING STOCKHOLDER(S) NUMBER PERCENT NUMBER PERCENT THIS PROSPECTUS(2)(3) NUMBER PERCENT
- ---------------------- ------ ------- ------ ------- ---------------------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
Michel Teman 602,702 * N/A N/A 602,702 -- *
Vincent Mullineaux N/A N/A 168,944 * 168,944 -- *
Cynthia Nickless N/A N/A 121,626 * 121,626 -- *
Craig Mengel N/A N/A 60,788 * 60,788 -- *
Michael Kerford-Byrnes N/A N/A 40,559 * 40,559 -- *
Clifford Smith N/A N/A 40,559 * 40,559 -- *
Sean Colletto N/A N/A 15,891 * 15,891 -- *
Fred Del Gaudio N/A N/A 41,215 * 41,215 -- *
Patrick Riley N/A N/A 14,882 * 14,882 -- *
- --------------------
</TABLE>
* Less than 1.0% of the Company's outstanding Common Stock.
(1) The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Exchange Act, and the information is not
necessarily indicative of beneficial ownership for any other purpose. Under
such rule, beneficial ownership includes any shares as to which the
individual has sole or shared voting power or investment power and also any
shares which the individual has the right to acquire within 60 days of the
date of this Prospectus through the exercise of any stock option or other
right. Unless otherwise indicated in the footnotes, each person has sole
voting and investment power (or shares such powers with his or her spouse)
with respect to the shares shown as beneficially owned.
(2) With respect to the MCI Shares, includes 270,272 shares of Common Stock
beneficially owned by the Selling Stockholder which are subject to the
terms of a lock-up agreement. Also includes 89,190 shares of Common Stock
which have been deposited in escrow pursuant to the Purchase Agreement to
secure the indemnification obligations of such Selling Stockholder. Also
includes 243,240 shares of Common Stock held in escrow and to be released
upon the attainment of certain conditions.
(3) With respect to the Millennia Shares, includes an aggregate of 302,678
shares of Common Stock beneficially owned by the Selling Stockholders that
have been deposited in escrow pursuant to the Merger Agreement to secure
the respective indemnification obligations of the Selling Stockholders
thereunder. Each Selling Stockholder has deposited approximately 60% of
his or her Millennia Shares into escrow.
(4) Assumes that each Selling Stockholder will sell all of the Shares set forth
above under "Shares Which May Be Sold Pursuant to This Prospectus". There
can be no assurance that the Selling Stockholders will sell all or any of
the Shares offered hereunder.
(5) In connection with the MCI Acquisition and the Millennia Acquisition each
of the Selling Stockholders became employees of certain of the Company's
subsidiaries. Each of Messrs. Mullineaux and Teman became Directors and
officers of certain of the Company's subsidiaries.
PLAN OF DISTRIBUTION
The Shares covered by this Prospectus may be offered and sold from time to
time by the Selling Stockholders, including donees, transferees, pledgees or
other successors in interest that receive such Shares as a gift or other non-
sale related transfer. The Selling Stockholders will act independently of the
Company in making decisions with respect to the timing, manner and size of each
sale. The Selling Stockholders may sell the Shares being offered hereby on the
New York Stock Exchange, or otherwise, at prices and under terms then prevailing
or at prices related to the then current market price or at negotiated prices.
The Shares may be sold by one or more of the following means of distribution:
(a) a block trade in which the broker-dealer so engaged will attempt to sell
Shares as agent, but may position and resell a portion of the block as principal
to facilitate the transaction; (b) purchases by a broker-dealer as principal and
resale by such broker-dealer for its own account pursuant to this Prospectus;
(c) an over-the-counter distribution in accordance with the rules of the New
York Stock Exchange; (d) ordinary brokerage transactions and transactions in
which the broker solicits purchasers; and (e) in privately negotiated
transactions. To the extent required, this Prospectus may be amended and
supplemented from time to time to describe a specific plan of distribution. In
connection with distributions of the Shares or otherwise, the Selling
Stockholders may enter into hedging transactions with broker-dealers or other
financial institutions. In connection with such transactions, broker-dealers or
other financial institutions may engage in short sales of the Company's Common
Stock in the course of hedging the positions they assume with Selling
Stockholders. The Selling Stockholders may also sell the Company's Common Stock
short and redeliver the Shares to close out such short positions. The Selling
Stockholders may also enter into option or other transactions with broker-
dealers or other financial institutions which require the
-8-
<PAGE>
delivery to such broker-dealer or other financial institution of Shares offered
hereby, which Shares such broker-dealer or other financial institution may
resell pursuant to this Prospectus (as supplemented or amended to reflect such
transaction). The Selling Stockholders may also pledge Shares to a broker-dealer
or other financial institution, and, upon a default, such broker-dealer or other
financial institution, may effect sales of the pledged Shares pursuant to this
Prospectus (as supplemented or amended to reflect such transaction). In
addition, any Shares that qualify for sale pursuant to Rule 144 may be sold
under Rule 144 rather than pursuant to this Prospectus.
A Selling Stockholder may from time to time pledge all or a part of the
Shares held by such Selling Stockholder to one or more banks, brokerage houses
or other lenders as collateral for loans to such Selling Stockholder. In the
event of a default by a Selling Stockholder on a loan which is secured by the
pledge of Shares, the lender may sell, or cause the Selling Stockholder to sell
on the lender's behalf, the pledged Shares pursuant to the registration
statement of which this Prospectus forms a part through underwriters, dealers or
agents who may receive compensation in the form of underwriting discounts,
concessions or commissions from the lender, the Selling Stockholder and/or the
purchasers of Shares for whom them may act as agent.
In effecting sales, brokers, dealers or agents engaged by the Selling
Stockholders may arrange for other brokers or dealers to participate. Brokers,
dealers or agents may receive commissions, discounts or concessions from the
Selling Stockholders in amounts to be negotiated prior to the sale. Such brokers
or dealers and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales, and any such commissions, discounts or concessions may be deemed to be
underwriting discounts or commissions under the Securities Act. The Company will
pay all expenses incident to the offering and sale of the Shares to the public
other than any commissions and discounts of underwriters, dealers or agents and
any transfer taxes.
In order to comply with the securities laws of certain states, if
applicable, the Shares must be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
The Company has advised the Selling Stockholders that the anti-manipulation
rules of Regulation M under the Exchange Act may apply to sales of Shares in the
market and to the activities of the Selling Stockholders and their affiliates.
In addition, the Company will make copies of this Prospectus available to the
Selling Stockholders and has informed them of the need for delivery of copies of
this Prospectus to purchasers at or prior to the time of any sale of the Shares
offered hereby. The Selling Stockholders may indemnify any broker-dealer that
participates in transactions involving the sale of the shares against certain
liabilities, including liabilities arising under the Securities Act.
At the time a particular offer of Shares is made, if required, a Prospectus
Supplement will be distributed that will set forth the number of Shares being
offered and the terms of the offering, including the name of any underwriter,
dealer or agent, the purchase price paid by any underwriter, any discount,
commission and other item constituting compensation, any discount, commission or
concession allowed or reallowed or paid to any dealer, and the proposed selling
price to the public. There can be no assurance that the Selling Stockholders
will sell all or any of the Shares.
The Company has agreed with certain of the Selling Stockholders to keep the
Registration Statement of which this Prospectus constitutes a part effective
until one year following release of all Millennia Shares held in escrow.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon by Hutchins,
Wheeler & Dittmar, A Professional Corporation, Boston, Massachusetts, counsel to
the Company.
EXPERTS
The consolidated financial statements of the Company as of December 31,
1997 and December 31, 1996 and for each of the three years in the period ended
December 31, 1997 appearing in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997 and incorporated by reference in this
Prospectus have been incorporated herein in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
such firm as experts in accounting and auditing.
-9-
<PAGE>
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE BY THIS PROSPECTUS
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, ANY SELLING STOCKHOLDER
OR BY ANY OTHER PERSON. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES OFFERED
HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY OF THE SHARES OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION IN WHICH
IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE OF OR OFFER TO SELL THE SHARES MADE HEREUNDER SHALL
UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
______________________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information............................. 2
Incorporation of Certain Documents By Reference... 2
The Company....................................... 3
Risk Factors...................................... 3
Use of Proceeds................................... 7
Selling Stockholders.............................. 7
Plan of Distribution.............................. 8
Legal Matters..................................... 9
Experts........................................... 9
</TABLE>
EMC CORPORATION
1,107,166 SHARES
OF
COMMON STOCK
PROSPECTUS
AUGUST 5, 1998
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The Company will pay all expenses incident to the offering and sale to the
public of the shares being registered other than any commissions and discounts
of underwriters, dealers or agents and any transfer taxes. Such expenses are set
forth in the following table. All of the amounts shown are estimates except the
Securities and Exchange Commission ("SEC") registration fee.
SEC registration fee.................... $16,147
New York Stock Exchange Listing Fee..... 1,900
Legal fees and expenses................. 3,500
Printing fees and expenses.............. 500
Miscellaneous expenses.................. 200
-------
Total................................... $22,247
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 7 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 act 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 judgements, 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 or she may be involved or with which he or she 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 or she
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 (a) by a disinterested majority of
the directors then in office; or (b) by 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) by 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 7. The right of indemnification provided by
such Section 7 is not to be exclusive of or affect any rights to which any
director or officer may be entitled. As used in such Section 7, 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 7 shall
affect any rights to indemnification to which corporate personnel other than
directors and officers may be entitled by contract or otherwise under law.
ITEM 16. EXHIBITS
3.1 Articles of Organization, as amended. Incorporated by reference from
Registration Statement on Form S-1 of the Registrant filed February 26,
1986, as amended (File No. 33-3656), from Registration Statement on Form
S-1 of the Registrant, as amended (File No. 33-17218), from the
Registrant's Annual Report on Form 10-K for the fiscal year ended January
2, 1993 (File No. 0-14367), from the Registration Statement on Form S-1
of the Registrant, as amended (File No. 33-67224), from the Registrant's
Report on Form 8-K dated November 19, 1993 and from the Registrant's
Report on Form 8-K filed May 26, 1995.
3.2* Bylaws, as amended.
5.1* Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation.
II-1
<PAGE>
23.1* Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (included on page II-3).
ITEM 17. UNDERTAKINGS
A. UNDERTAKING PURSUANT TO RULE 415
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 purpose 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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof;
(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 this offering.
B. UNDERTAKING REGARDING FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT
DOCUMENTS BY REFERENCE AND ANNUAL AND QUARTERLY REPORTS
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.
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 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.
C. UNDERTAKING IN RESPECT OF INDEMNIFICATION
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 Securities and Exchange 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-2
<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-3 and has duly caused this Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Hopkinton, Commonwealth of Massachusetts, on
this 4th of August, 1998.
EMC CORPORATION
By: /s/ Colin G. Patteson
------------------------------------------
Colin G. Patteson
Senior Vice President,
Chief Administrative Officer
and Treasurer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT each person whose signature appears
below severally constitutes and appoints Colin G. Patteson, William J. Teuber,
Jr. and Paul T. Dacier, and each of them singly, with the power to act without
the other, as attorneys-in-fact, each with the power of substitution, for him or
her in any and all capacities, to sign any amendment to this Registration
Statement and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting to
said attorneys-in-fact, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact or
any of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
/s/ Richard J. Egan
- ---------------------------------- Chairman of the Board of Directors August 4, 1998
RICHARD J. EGAN (Principal Executive Officer)
/s/ Michael C. Ruettgers
- ---------------------------------- President and Chief Executive Officer and August 4, 1998
MICHAEL C. RUETTGERS Director
/s/ Colin G. Patteson Senior Vice President, Chief
- ---------------------------------- Administrative Officer and Treasurer August 4, 1998
COLIN G. PATTESON (Principal Financial Officer)
/s/ William J. Teuber, Jr.
- ---------------------------------- Vice President and Chief Financial Officer August 4, 1998
WILLIAM J. TEUBER, JR. (Principal Accounting Officer)
/s/ Michael J. Cronin
- ---------------------------------- Director August 4, 1998
MICHAEL J. CRONIN
/s/ John R. Cunningham
- ---------------------------------- Director August 4, 1998
JOHN R. CUNNINGHAM
/s/ John R. Egan
- ---------------------------------- Director August 4, 1998
JOHN R. EGAN
/s/ Maureen E. Egan
- ---------------------------------- Director August 4, 1998
MAUREEN E. EGAN
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ W. Paul Fitzgerald
- ---------------------------------- Director August 4, 1998
W. PAUL FITZGERALD
/s/ Joseph F. Oliveri
- ---------------------------------- Director August 4, 1998
JOSEPH F. OLIVERI
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS
3.1 Articles of Organization, as amended. Incorporated by reference from
Registration Statement on Form S-1 of the Registrant filed February
26, 1986, as amended (File No. 33-3656), from Registration Statement
on Form S-1 of the Registrant, as amended (File No. 33-17218), from
the Registrant's Annual Report on Form 10-K for the fiscal year ended
January 2, 1993 (File No. 0-14367), from the Registration Statement
on Form S-1 of the Registrant, as amended (File No. 33-67224), from
the Registrant's Report on Form 8-K dated November 19, 1993 and from
the Registrant's Report on Form 8-K filed May 26, 1995.
3.2* Bylaws, as amended.
5.1* Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation.
23.1* Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (included on page II-3).
____________
* Previously filed.
II-5
