As filed with the Securities and Exchange Commission on
June 2, 1998
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
EMC Corporation 1993 Stock Option Plan
(Full title of the plan)
_________________________
35 Parkwood Drive
Hopkinton, Massachusetts 01748
(Address of principal executive offices, including zip code)
_________________________
Paul T. Dacier, Esq.
Vice President and General Counsel
EMC Corporation
171 South Street
Hopkinton, Massachusetts 01748
(508) 435-1000
_________________________
(Name, Address and Telephone Number, including Area Code, of
Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Each Class Amount to Proposed Proposed Amount of
of Securities to be be Maximum Maximum Registration
Registered Registered Offering Price Aggregate Fee
Per Share(1) Offering
Price(1)
Common Stock, $.01 3,500,000 $41.10 $143,850,000 $42,436(3)
par value per share shares(2)
(1) Estimated solely for the purpose of determining the
registration fee pursuant to Rule 457(h) on the basis of the
average of the high and low sale prices of the Common Stock
on the New York Stock Exchange on June 1, 1998.
(2) This registration statement also relates to 24,721,660
shares of Common Stock previously registered and remaining
unissued under Registration Statements on Form S-8
(Registration Nos. 33-71598, 33-63665 and 333-31471), which
as indicated below are incorporated by reference herein.
(3) In accordance with Instruction E of Form S-8, the
registration fee is being paid with respect to the
additional securities only.
PART II
EMC Corporation (the "Registrant") hereby incorporates
by reference the contents of the Registrant's Registration
Statements on Form S-8 (Registration Nos. 33-71598, 33-63665
and 333-31471).
Item 8. Exhibits.
Exhibit
Number Title of Exhibit
4.1 EMC Corporation 1993 Stock Option Plan,
as amended to date.
5.1 Opinion of Ropes & Gray.
24.1 Consent of Coopers & Lybrand L.L.P.
24.2 Consent of Ropes & Gray (contained
in the opinion filed as Exhibit 5.1
to this Registration Statement).
25.1 Power of Attorney (included in Part II
of this Registration Statement under the
caption "Signatures").
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Hopkinton,
Commonwealth of Massachusetts on the 2nd day of June, 1998.
EMC Corporation
By: /s/ William J. Teuber, Jr.
Name: William J. Teuber, Jr.
Title: Vice President and
Chief Financial Officer
(Principal Accounting Officer)
Each person whose signature appears below constitutes
and appoints Michael C. Ruettgers, Colin G. Patteson and
Paul T. Dacier, and each of them singly, his or her true and
lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8 to be
filed by EMC Corporation, and to file the same, with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power
and authority to be done in and about the premises, as fully
to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates
indicated.
Signatures Title Date
/s/ Richard J. Egan Chairman of the Board June 2, 1998
Richard J. Egan (Principal Executive
Officer) and Director
/s/ Michael C. Ruettgers President and Chief June 2, 1998
Michael C. Ruettgers Executive Officer
and Director
/s/ Colin G. Patteson Senior Vice President, June 2,1998
Colin G. Patteson Chief Administrative
Officer and Treasurer
(Principal Financial
Officer)
/s/ William J. Teuber, Jr. Vice President and June 2, 1998
William J. Teuber, Jr. Chief Financial
Officer (Principal
Accounting Officer)
/s/ Michael J. Cronin Director June 2, 1998
Michael J. Cronin
/s/ John F. Cunningham Director June 2, 1998
John F. Cunningham
/s/ John R. Egan Director June 2, 1998
John R. Egan
/s/ Maureen E. Egan Director June 2, 1998
Maureen E. Egan
/s/ W. Paul Fitzgerald Director June 2, 1998
W. Paul Fitzgerald
/s/ Joseph F. Oliveri Director June 2, 1998
Joseph F. Oliveri
EXHIBIT INDEX
Exhibit
Number Title of Exhibit Page
4.1 EMC Corporation 1993 Stock Option Plan, 9
as amended to date.
5.1 Opinion of Ropes & Gray. 17
24.1 Consent of Coopers & Lybrand L.L.P. 18
24.2 Consent of Ropes & Gray (contained in the 17
opinion filed as Exhibit 5.1 to this
Registration Statement).
25.1 Powers of Attorney (included in Part II 5
of this Registration Statement under the
caption "Signatures").
EMC CORPORATION
1993 STOCK OPTION PLAN, as amended January 21, 1998
1. PURPOSE.
The purpose of the EMC Corporation 1993 Stock Option
Plan is to enable EMC Corporation to provide a special
incentive to a limited number of key employees of the
Company and its Subsidiaries, if any, who are in a position
to have a significant effect upon the Company's business and
earnings. In order to accomplish this purpose, the Plan
authorizes the grant to such key employees of options to
purchase Common Stock of the Company. Increased ownership
of Common Stock will provide such key employees with an
additional incentive to take into account the long-term
interests of the Company.
2. DEFINITIONS.
As used herein, the following words or terms have the
meanings set forth below. The masculine gender is used
throughout the Plan but is intended to apply to members of
both sexes.
2.1 "Board of Directors" means the Board of Directors
of the Company.
2.2 "Code" means the Internal Revenue Code of 1986, as
amended from time to time, or any successor statute.
2.3 "Committee" means the Committee appointed by the
Board of Directors to administer the Plan or the Board of
Directors as a whole if no appointment is made.
2.4 "Common Stock" means the Common Stock of the
Company.
2.5 "Company" means EMC Corporation, a corporation
established under the laws of The Commonwealth of
Massachusetts.
2.6 "Fair Market Value" in the case of a share of
Common Stock on a particular day, means the fair market
value as determined from time to time by the Board of
Directors or, where appropriate, by the Committee, taking
into account all information which the Board of Directors,
or the Committee, considers relevant.
2.7 "Incentive Stock Option" means a stock option that
satisfies the requirements of Section 422 of the Code.
2.8 "Participant" means an individual holding a stock
option or stock options granted to him under the Plan.
2.9 "Plan" means the EMC Corporation 1993 Stock Option
Plan set forth herein.
2.10 "Subsidiary" or "Subsidiaries" means a corporation
or corporations in which the Company owns, directly or
indirectly, stock possessing 50 percent or more of the total
combined voting power of all classes of stock.
2.11 "Ten Percent Stockholder" means any person who, at
the time an option is granted, owns or is deemed to own
stock (as determined in accordance with Sections 422 and 424
of the Code) possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the
Company or its parent or a subsidiary.
3. ADMINISTRATION.
3.1 The Plan shall be administered by the Committee
and, to the extent provided herein, the Board of Directors.
A majority of the members of the Committee shall constitute
a quorum, and all determinations of the Committee shall be
made by a majority of its members. Any determination of the
Committee under the Plan may be made without notice or
meeting of the Committee by a writing signed by a majority
of the Committee members.
3.2 Subject to the provisions set forth herein, each
of the Committee and the Board of Directors shall have full
authority to determine the provisions of options to be
granted under the Plan. Subject to the provisions set forth
herein, the Committee shall have full authority to interpret
the terms of the Plan and of options granted under the Plan,
to adopt, amend and rescind rules and guidelines for the
administration of the Plan and for its own acts and
proceedings and to decide all questions and settle all
controversies and disputes which may arise in connection
with the Plan; provided, however, that any change to the
terms of an option granted hereunder shall be approved by
the Board of Directors to the extent such change would be
deemed to be a new option grant or such terms relate to a
subsequent transaction that would not be exempt from Section
16(b) of the Securities Exchange Act of 1934 in the absence
of such approval.
3.3 The decision of the Committee or the Board of
Directors, as applicable, on any matter as to which the
Committee or the Board of Directors, as applicable, is given
authority under subsection 3.2 shall be final and binding on
all persons concerned.
3.4 Nothing in the Plan shall be deemed to give any
officer or employee, or his legal representatives or
assigns, any right to participate in the Plan, except to
such extent, if any, as the Committee or the Board, as
applicable, may have determined or approved pursuant to the
provisions of the Plan.
4. SHARES SUBJECT TO THE PLAN.
4.1 The maximum number of shares of Common Stock that
may be delivered upon the exercise of options granted under
the Plan shall be 31,500,000, subject to adjustment in
accordance with the provisions of Section 8.
4.2 If any option granted under the Plan terminates
without having been exercised in full (including an option
which terminates by agreement between the Company and the
Participant), or if shares of Common Stock are reacquired by
the Company upon the rescission of an exercise of an option,
the number of shares of Common Stock as to which an option
has not been exercised prior to termination, or have been
reacquired upon the rescission of an option, shall be
available for future grants within the limits set forth in
subsection 4.1.
4.3 Shares of Common Stock delivered upon the exercise
of options shall consist of shares of authorized and
unissued Common Stock, except that the Board of Directors
may from time to time in its discretion determine in any
case the shares to be so delivered shall consist of shares
of authorized and issued Common Stock reacquired by the
Company and held in its Treasury. No fractional shares of
Common Stock shall be delivered upon the exercise of an
option.
5. ELIGIBILITY FOR OPTIONS.
Employees eligible to receive options under the Plan
shall be those key employees of the Company and its
Subsidiaries, if any, who, in the opinion of the Committee,
are in a position to have a significant effect upon the
Company's business and earnings. Members of the Board of
Directors of the Company or a Subsidiary who are not
employed as regular salaried officers or employees of the
Company or a Subsidiary may not participate in the Plan.
6. GRANT OF OPTIONS.
6.1 From time to time while the Plan is in effect,
each of the Committee and the Board of Directors may, in its
absolute discretion, select from among the persons eligible
to receive options (including persons to whom options were
previously granted) those persons to whom options are to be
granted.
6.2 Each of the Committee and the Board of Directors shall,
in its absolute discretion, determine the number of shares
of Common Stock to be subject to each option granted by it
under the Plan.
6.3 No Incentive Stock Option may be granted under the
Plan after May 12, 2003, but options theretofore granted may
extend beyond that date.
7. PROVISIONS OF OPTIONS.
7.1 Incentive Stock Options or Other Options. Options
granted under the Plan may be either Incentive Stock Options
or options which do not qualify as Incentive Stock Options,
as the Committee or the Board of Directors shall determine
at the time of each grant of options hereunder.
7.2 Stock Option Certificates or Agreements. Options
granted under the Plan shall be evidenced by certificates or
agreements in such form as the Committee shall from time to
time approve. Such certificates or agreements shall comply
with the terms and conditions of the Plan and may contain
such other provisions not inconsistent with the terms and
conditions of the Plan as the Committee shall deem
advisable. In the case of options intended to qualify as
Incentive Stock Options, the certificates or agreements
shall contain such provisions relating to exercise and other
matters as are required of incentive stock options under the
Code.
7.3 Terms and Conditions. All options granted under
the Plan shall be subject to the following terms and
conditions to the extent applicable and to such other terms
and conditions not inconsistent therewith as the Committee
or the Board of Directors shall determine:
7.3.1 Exercise Price. The exercise price per
share of Common Stock with respect to each option shall
be as determined by the Committee but in the case of an
Incentive Stock Option not less than 100% (110% in the
case of an Incentive Stock Option granted to a Ten
Percent Stockholder) of the Fair Market Value per share
at the time the option is granted. In the case of an
option which does not qualify as an Incentive Stock
Option, the exercise price per share of Common Stock
shall be not less than par value.
7.3.2 Value of Shares of Common Stock Subject
to Incentive Stock Options. Each eligible employee may
be granted Incentive Stock Options only to the extent
that, in the aggregate under this Plan and all
incentive stock option plans of the Company and any
related corporation, such Incentive Stock Options do
not become exercisable for the first time by such
employee during any calendar year in a manner which
would entitle the employee to purchase more than
$100,000 in fair market value (determined at the time
the Incentive Stock Options were granted) of Common
Stock in that year. Any options granted to an employee
in excess of such amount will be granted as Non-
Qualified Options.
7.3.3 Period of Options. An option shall be
exercisable during such period of time as the Committee
or Board of Directors may specify (subject to
subsection 7.4 below), but in the case of an Incentive
Stock Option not after the expiration of ten years
(five years in the case of an Incentive Stock Option
granted to a Ten Percent Stockholder) from the date the
option is granted.
7.3.4 Exercise of Options.
7.3.4.1 Each option shall be made
exercisable at such time or times as the Committee
or the Board of Directors shall determine. In the
case of an option made exercisable in
installments, the Committee or the Board of
Directors may later determine to accelerate the
time at which one or more of such installments may
be exercised.
7.3.4.2 Any exercise of an option shall be
in writing signed by the proper person and
delivered or mailed to the General Counsel of the
Company, accompanied by an option exercise notice
and payment in full for the number of shares in
respect to which the option is exercised.
7.3.4.3 In the event an option is exercised
by the executor or administrator of a deceased
Participant, or by the person or persons to whom
the option has been transferred by the
Participant's will or the applicable laws of
descent and distribution, the Company shall be
under no obligation to deliver stock thereunder
until the Company is satisfied that the person or
persons exercising the option is or are the duly
appointed executor or administrator of the
deceased Participant or the person or persons to
whom the option has been transferred by the
Participant's will or by the applicable laws of
descent and distribution.
7.3.4.4 The Committee or the Board of
Directors may at the time of grant condition the
exercise of an option upon agreement by the
Participant to subject the Common Stock to any
restrictions on transfer or repurchase rights in
effect on the date of exercise, upon
representations of continued employment and upon
other terms not inconsistent with this Plan. Any
such conditions shall be set forth in the option
certificate or other document evidencing the
option.
7.3.4.5 In the case of an option
that is not an Incentive Stock Option, the
Committee shall have the right to require that the
individual exercising the option to remit to the
Company an amount sufficient to satisfy any
federal, state, or local withholding tax
requirements (or makes other arrangements
satisfactory to the Company with regard to such
taxes) prior to the delivery of any Common Stock
pursuant to the exercise of the option. In the
case of an Incentive Stock Option, if at the time
the Incentive Stock Option is exercised the
Committee determines that under applicable law and
regulations the Company could be liable for the
withholding of any federal or state tax with
respect to a disposition of the Common Stock
received upon exercise, the Committee may require
as a condition of exercise that the individual
exercising the Incentive Stock Option agree (i) to
inform the Company promptly of any disposition
(within the meaning of Section 422 (a) (1) of the
Code and the regulations thereunder) of Common
Stock received upon exercise, and (ii) to give
such security as the Committee deems adequate to
meet the potential liability of the Company for
the withholding of tax, and to augment such
security from time to time in any amount
reasonably deemed necessary by the Committee to
preserve the adequacy of such security.
7.3.4.6 In the case of an option that
is exercised by an individual that is subject to
taxation in a foreign jurisdiction, the Committee
shall have the right to require the individual
exercising the option to remit to the Company an
amount sufficient to satisfy any federal or
withholding requirement of that foreign
jurisdiction (or make other arrangements
satisfactory to the Company with regard to such
taxes prior to the delivery of any Common Stock
pursuant to the exercise of the option).
7.3.5 Payment for and Delivery of Stock. The
shares of stock purchased on any exercise of an option
granted hereunder shall be paid for in full in cash or,
if permitted by the terms of the option, in shares of
unrestricted Common Stock at the time of such exercise
or, if so permitted, a combination of such cash and
Common Stock. A Participant shall not have the rights
of a stockholder with respect to awards under the Plan
except as to stock actually issued to him.
7.3.6 Listing of Stock, Withholding and Other
Legal Requirements. The Company shall not be
obligated to deliver any stock until all federal and
state laws and regulations which the Company may deem
applicable have been complied with, nor, in the event
the outstanding Common Stock is at the time listed upon
any stock exchange, until the stock to be delivered has
been listed or authorized to be added to the list upon
official notice of issuance to such exchange. In
addition, if the shares of stock subject to any option
have not been registered in accordance with the
Securities Act of 1933, as amended, the Company may
require the person or persons who wishes or wish to
exercise such option to make such representation or
agreement with respect to the sale of stock acquired on
exercise of the option as will be sufficient, in the
opinion of the Company's counsel, to avoid violation of
said Act, and may also require that the certificates
evidencing said stock bear an appropriate restrictive
legend.
7.3.7 Non-transferability of Options. No
option may be transferred by the Participant otherwise
than by will, by the laws of descent and distribution
or pursuant to a qualified domestic relations order,
and during the Participant's lifetime the option may be
exercised only by him or her; provided, however, that
the Board of Directors or the Committee, as applicable,
in its discretion, may allow for transferability of non-
qualified stock options by the Participant to
"Immediate Family Members." Immediate Family Members
means children, grandchildren, spouse or common law
spouse, siblings or parents of the Participant or to
bona fide trusts, partnerships or other entities
controlled by and of which the beneficiaries are
Immediate Family Members of the Participant. Any
option grants that are transferable are further
conditioned on the Participant and Immediate Family
Members agreeing to abide by the Company's then current
stock option transfer guidelines.
7.3.8 Death. If a Participant dies at a time
when he is entitled to exercise an Incentive Stock
Option, then at any time or times within three years
after his death such Incentive Stock Option may be
exercised, as to all or any of the shares which the
Participant was entitled to purchase thereunder
immediately prior to his death, by his executor or
administrator or the person or persons to whom the
Incentive Stock Option is transferred by will or the
applicable laws of descent and distribution, and except
as so exercised such Incentive Stock Option shall
expire at the end of such three-year period. In no
event, however, may any Incentive Stock Option granted
under the Plan be exercised after the expiration of ten
years (five years in the case of an Incentive Stock
Option granted to a Ten Percent Stockholder) from the
date the Incentive Stock Option was granted.
7.3.9 Termination of Employment. If the
employment of a Participant terminates for any reason
other than his death, all options held by the
Participant shall thereupon expire on the date of
termination unless the option by its terms, or the
Committee or the Board of Directors by resolution,
shall allow the Participant to exercise any or all of
the options held by him after termination. In the case
of an Incentive Stock Option, the Incentive Stock
Option shall in any event expire at the end of three
months after such termination of employment, or after
the expiration of ten years (five years in the case of
an Incentive Stock Option granted to a Ten Percent
Stockholder) from the date the Incentive Stock Option
was granted, whichever occurs first. If the Committee
or the Board of Directors so decides, an option may
provide that a leave of absence granted by the Company
or Subsidiary is not a termination of employment for
the purpose of this subsection 7.3.9, and in the
absence of such a provision the Committee may in any
particular case determine that such a leave of absence
is not a termination of employment for such purpose.
The Committee shall also determine all other matters
relating to continuous employment.
7.3.10 Cancellation and Rescission of Options.
(A) Unless the certificate or agreement evidencing the
option specifies otherwise, the Committee may cancel,
rescind, suspend, withhold or otherwise limit or
restrict any unexpired option at any time if the
Participant engages in "Detrimental Activity." As used
in this subsection 7.3.10, "Detrimental Activity" shall
include: (i) the rendering of services for any
organization or engaging directly or indirectly in any
business which is or becomes competitive with the
Company, or which organization or business, or the
rendering of services to such organization or business,
is or becomes otherwise prejudicial to or in conflict
with the interests of the Company; (ii) the disclosure
to anyone outside the Company, or the use in other than
the Company's business, without prior written
authorization from the Company, of any Confidential
Information as defined in the Company's Key Employee
Agreement, relating to the business of the Company,
acquired by the Participant either during or after
employment with the Company; (iii) the failure or
refusal to disclose promptly and to assign to the
Company, pursuant to the Company's Key Employee
Agreement, all right, title and interest in any
invention or idea, patentable or not, made or conceived
by the Participant during employment by the Company,
relating in any manner to the actual or anticipated
business, research or development work of the Company
or the failure or refusal to do anything reasonably
necessary to enable the Company to secure a patent
where appropriate in the United States and in other
countries; (iv) activity that results in termination of
the Participant's employment for cause; (v) the
Participant otherwise fails to comply with the terms of
the certificate or agreement evidencing the option, the
Plan or the Key Employee Agreement; (vi) a violation of
any rules, policies, procedures or guidelines of the
Company, including but not limited to the Company's
Business Conduct Guidelines; (vii) any attempt directly
or indirectly to induce any employee of the Company to
be employed or perform services elsewhere or any
attempt directly or indirectly to solicit the trade or
business of any current or prospective customer,
supplier or partner of the Company; (viii) the
Participant being convicted of, or entering a guilty
plea with respect to a crime, whether or not connected
with the Company; or (ix) any other conduct or act
determined to be injurious, detrimental or prejudicial
to any interest of the Company. (B) Upon exercise of
an option, the Participant shall certify, in a manner
acceptable to the Company, that he or she is in
compliance with the terms and conditions of the Plan.
In the event a Participant engages in Detrimental
Activity prior to or during the six months after any
exercise of an option, such exercise may be rescinded
within two years thereafter. In the event of any such
rescission, the Participant shall pay to the Company
the amount of any gain realized as a result of the
rescinded exercise in such a manner and on such terms
and conditions as may be required, and the Company
shall be entitled to set-off against the amount of any
such gain any amount owed to the Participant by the
Company.
7.4 Authority of the Committee. The Committee shall
have the authority, either generally or in particular
instances, to waive compliance by a Participant with any
obligation to be performed by him under an option and to
waive any condition or provision of an option, except that
the Committee may not (i) increase the total number of
shares covered by any Incentive Stock Option (except in
accordance with Section 8), (ii) reduce the option price per
share of any Incentive Stock Option (except in accordance
with Section 8) or (iii) extend the term of any Incentive
Stock Option to more than ten years, subject, however, to
the provisions of Section 10.
8. CHANGES IN STOCK.
In the event of a stock dividend, stock split or other
change in corporate structure or capitalization affecting
the Common Stock that becomes effective after the adoption
of the Plan by the Board of Directors, the Committee shall
make appropriate adjustments in (i) the number and kind of
shares of stock on which options may thereafter be granted
hereunder, (ii) the number and kind of shares of stock
remaining subject to each option outstanding at the time of
such change and (iii) the option price. The Committee's
determination shall be binding on all persons concerned.
Subject to any required action by the stockholders, if the
Company shall be the surviving corporation in any merger or
consolidation (other than a merger or consolidation in which
the Company survives but in which a majority of its
outstanding shares are converted into securities of another
corporation or are exchanged for other consideration), any
option granted hereunder shall pertain and apply to the
securities which a holder of the number of shares of stock
of the Company then subject to the option would have been
entitled to receive, but a dissolution or liquidation of the
Company or a merger or consolidation in which the Company is
not the surviving corporation or in which a majority of its
outstanding shares are so converted or exchanged shall cause
every option hereunder to terminate; provided that if any
such dissolution, liquidation, merger or consolidation is
contemplated, the Company shall either arrange for any
corporation succeeding to the business and assets of the
Company to issue to the Participants replacement options
(which, in the case of Incentive Stock Options, satisfy, in
the determination of the Committee, the requirements of
Section 424 of the Code) on such corporation's stock which
will to the extent possible preserve the value of the
outstanding options or shall make the outstanding options
fully exercisable at least 20 days before the effective date
of any such dissolution, liquidation, merger or
consolidation. The existence of the Plan shall not prevent
any such change or other transaction and no Participant
thereunder shall have any right except as herein expressly
set forth.
9. EMPLOYMENT RIGHTS.
Neither the adoption of the Plan nor any grant of
options confers upon any employee of the Company or a
Subsidiary any right to continued employment with the
Company or a Subsidiary, as the case may be, nor does it
interfere in any way with the right of the Company or a
Subsidiary to terminate the employment of any of its
employees at any time.
10. DISCONTINUANCE, CANCELLATION, AMENDMENT AND
TERMINATION.
The Committee or the Board of Directors may at any time
discontinue granting options under the Plan and, with the
consent of the Participant, may at any time cancel an
existing option in whole or in part and grant another option
to the Participant for such number of shares as the
Committee or the Board of Directors specifies. The Board of
Directors may at any time or times amend the Plan for the
purpose of satisfying the requirements of any changes in
applicable laws or regulations or for any other purpose
which may at the time be permitted by law or may at any time
terminate the Plan as to any further grants of options,
provided that no such amendment shall without the approval
of the stockholders of the Company (a) increase the maximum
number of shares available under the Plan, (b) change the
group of employees eligible to receive options under the
Plan, (c) reduce the exercise price of outstanding incentive
options or reduce the price at which incentive options may
be granted, (d) extend the time within which options may be
granted, (e) alter the Plan in such a way that incentive
options granted or to be granted hereunder would not be
considered incentive stock options under Section 422 of the
Code, or (f) amend the provisions of this Section 10, and no
such amendment shall adversely affect the rights of any
employee (without his consent) under any option previously
granted.
11. EFFECTIVE DATE.
The Plan became effective immediately upon its approval
by the stockholders of the Company at the Annual Meeting on
May 12, 1993.
June 2, 1998
EMC Corporation
35 Parkwood Drive
Hopkinton, Massachusetts 01748
Ladies and Gentlemen:
This opinion is furnished to you in connection with a
registration statement on Form S-8 (the "Registration
Statement") filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of
1933, as amended, for the registration of 3,500,000
additional shares of Common Stock, $.01 par value per share
(the "Shares"), of EMC Corporation, a Massachusetts
corporation (the "Company"). The Shares are to be sold from
time to time pursuant to the Company's 1993 Stock Option
Plan, as amended (the "Plan").
We are counsel to the Company and are familiar with the
proceedings taken by the Company in connection with the
authorization, reservation and registration of the Shares.
We have examined and relied upon such documents, records,
certificates and other instruments as we have deemed
necessary for the purpose of this opinion.
Based on the foregoing, we are of the opinion that the
Shares (in addition to other shares of Common Stock covered
by the Registration Statement in accordance with
Instruction E of Form S-8) have been duly authorized and
that, when issued and sold by the Company pursuant to and in
accordance with the Plan, they will be validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as part
of the Registration Statement.
We understand that this opinion is to be used only in
connection with the offer and sale of the Shares while the
Registration Statement is in effect.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement on Form S-8 of our report dated
January 21, 1998 which is included in the Company's Annual
Report on Form 10-K for the period ended December 31, 1997,
on our audits of the consolidated financial statements and
financial statement schedule of EMC Corporation as of
December 31, 1997 and 1996 andfor each of the three years in
the period ended December 31, 1997.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
MAY 29, 1998
