SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of (earliest event reported): October 12, 1999
EMC CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 1-9853 No. 04-2680009
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
35 Parkwood Drive, Hopkinton, MA 01748
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (508) 435-1000
Item 2. Acquisition or Disposition of Assets
On October 12, 1999, EMC Corporation ("EMC") completed the
acquisition of Data General Corporation ("Data General") pursuant to the
terms of the previously reported Agreement and Plan of Merger, dated as of
August 6, 1999 (the "Merger Agreement"), by and among EMC, a Massachusetts
corporation, Emerald Merger Corporation, a Delaware corporation and a
wholly-owned subsidiary of EMC ("Emerald"), and Data General, a Delaware
corporation.
Emerald merged with and into Data General (the "Merger") with Data
General surviving the Merger as a wholly-owned subsidiary of EMC, effective
as of October 12, 1999. Each share of Data General common stock was
converted into the right to receive 0.3125 of a share of EMC common stock.
The conversion ratio was determined through arm's length negotiations.
The Merger Agreement is incorporated herein by reference from
EMC's Current Report on Form 8-K for an event dated August 6, 1999 and is
listed herein as Exhibit 2.1. Copies of EMC's press releases announcing the
effectiveness of the Merger and the framework for the integration of Data
General into EMC's operations are incorporated herein by reference and are
included as Exhibits 99.1 and 99.2 herein. The foregoing description of
such documents is qualified in its entirety by reference to such Exhibits.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired. To be filed by
amendment to this Current Report on Form 8-K.
(b) Pro Forma Financial Information. To be filed by amendment
to this Current Report on Form 8-K.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated as of August 6, 1999
by and among EMC Corporation, Emerald Merger Corporation
and Data General Corporation (filed as Exhibit 2.1 to
EMC's Current Report on Form 8-K for an event dated
August 6, 1999 and incorporated herein by reference).
99.1 Press Release dated October 12, 1999.
99.2 Press Release dated October 18, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
EMC CORPORATION
Date: October 20, 1999 By: /s/ Paul T. Dacier
-----------------------------
Paul T. Dacier
Vice President and
General Counsel
Exhibit Index
Exhibit No. Description
2.1 Agreement and Plan of Merger dated as of August 6, 1999 by and
among EMC Corporation, Emerald Merger Corporation and Data
General Corporation (filed as Exhibit 2.1 to EMC's Current
Report on Form 8-K for an event dated August 6, 1999 and
incorporated herein by reference).
99.1 Press Release dated October 12, 1999.
99.2 Press Release dated October 18, 1999.
Exhibit 99.1
Contact: Mark Fredrickson, EMC
508-435-1000 x77137
FOR IMMEDIATE RELEASE [email protected]
EMC ANNOUNCES COMPLETION OF
DATA GENERAL ACQUISITION
HOPKINTON, Mass. - October 12, 1999 - EMC Corporation, the world's leading
provider of intelligent enterprise storage systems, software, and services,
today announced the completion of its acquisition of Data General
Corporation.
Under the terms of the merger agreement, which was announced
August 9, 1999, each share of Data General common stock will be exchanged
for 0.3125 shares of EMC common stock. This exchange ratio is based on the
average share price for EMC common stock during the 20-day trading period
that ended October 1.
The acquisition of Data General will further strengthen EMC's
market-leading portfolio of intelligent enterprise storage systems,
software and services, through the addition of Data General's CLARiiON line
of midrange storage systems. Data General's AViiON server business will
continue to focus on the UNIX and Windows NT marketplaces, its
industry-leading NUMA (non-uniform memory access) technology, and serving
the needs of its substantial worldwide customer base.
EMC Corporation, based in Hopkinton, Massachusetts, is the world's
technology and market leader in the rapidly growing market for intelligent
enterprise storage systems, software, networks and services. EMC's products
store, retrieve, manage, protect and share information from all major
computing environments, including UNIX, Windows NT and mainframe platforms.
With 1998 revenues of $3.97 billion, EMC has offices worldwide, trades on
the New York Stock Exchange under the symbol EMC, and is a component of the
S&P 500 Index. For further information about EMC and its storage solutions,
EMC's corporate web site can be accessed at http://www.emc.com .
This release contains "forward-looking statements" as defined
under 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 but not limited to: (i) the operational
integration associated with acquisitions; (ii) delays in the development,
production or acceptance of either company's products; (iii) the transition
to new products; (iv) competitive factors, including but not limited to
pricing pressures, in the computer storage market; (v) the relative and
varying rates of product price and component cost declines; (vi) other
risks associated with acquisitions; and (vii) other one-time events and
other important factors disclosed previously and from time to time in EMC's
filings with the U.S. Securities and Exchange Commission.
Exhibit 99.2
FOR IMMEDIATE RELEASE Contact: Mark Fredrickson, EMC
508-435-1000 x77137
[email protected]
EMC ANNOUNCES FRAMEWORK FOR DATA GENERAL INTEGRATION, APPOINTS KEY EXECUTIVES
HOPKINTON, Mass. - October 18, 1999 - EMC Corporation, the world's leading
provider of intelligent enterprise storage systems, software and services,
today announced the framework for a rapid integration of the newly acquired
Data General Corporation. EMC's acquisition of Data General was completed
October 12.
Michael C. Ruettgers, EMC President and CEO, named two senior EMC
executives to lead the transition:
FRANK M. HAUCK has been named Senior Vice President and DG
Integration Leader, responsible for overseeing the swift and efficient
integration of Data General's worldwide operations. Hauck is a nine-year
EMC veteran who has held a series of senior management positions in EMC's
customer service organization, most recently as Senior Vice President,
Global Customer Service. Joseph F. Walton succeeds Hauck as EMC's Senior
Vice President, Global Customer Service.
ROBERT M. DUTKOWSKY has been named President of Data General, a
division of EMC that will operate as an independent unit and be responsible
for developing, manufacturing, marketing, selling, and servicing the AViiON
line of server products. Dutkowsky joined EMC in 1997 and has spent the
past two years as Executive Vice President, Markets & Channels, responsible
for EMC's worldwide sales, marketing and services operations. His extensive
industry background includes 20 years at International Business Machines
Corporation in a number of roles, including Vice President of Worldwide
Sales and Marketing for IBM's RS/6000 business. Ruettgers will assume
Dutkowsky's prior EMC duties on an acting basis.
EMC also announced that Ronald L. Skates, former Data General
President and CEO, will assist during the transition and will retire from
the company shortly thereafter.
"The acquisition of Data General enhances EMC's future prospects
in several important ways," said Ruettgers. "We are gaining an expanded
market opportunity, leadership midrange storage, network-attached storage
and high-end server technology, a large and loyal customer base, and a
talented workforce to help support our rapidly growing worldwide needs.
With the appointment of two of our most experienced senior executives, we
look forward to executing a clean and swift transition and realizing the
full potential of the opportunities before us."
EMC CLARIION: LEADERSHIP MIDRANGE STORAGE
The CLARiiON storage business will be integrated into EMC, under Hauck's
direction, bringing the world's best midrange storage technology to a far
larger global customer base through EMC's industry-leading sales and
service organizations. The midrange storage market opportunity was
estimated to be $10 billion in 1998. CLARiiON systems already have a large
presence in this market, with more than 100,000 units installed worldwide.
"Many customers like the idea of a single strategic storage
partner as the foundation for their information infrastructure," said
Ruettgers. "The CLARiiON products complement our high-end Symmetrix
Enterprise Storage systems and software, enable us to strengthen our
presence outside the data center, and extend the reach of EMC technology to
all of our customers' online information needs. Information-intensive
businesses can now be even more confident and secure in this: If it's
online, chances are it's on EMC."
DATA GENERAL AVIION: LEADERSHIP HIGH-END NT SERVERS
EMC's Data General division will focus on profitable growth opportunities
for high-end Windows NT systems and NT consolidation opportunities,
leveraging Data General's NUMA technology in the fastest-growing segments
of the server market. The division also will continue to support the
roadmap of DG/UX and the worldwide installed base of Data General Unix
customers.
"We see outstanding potential for the AViiON server business,"
said Dutkowsky. "Just as EMC pioneered the concept of storage
consolidation, there is a clear opportunity to make Data General the world
leader in the high-end NT server consolidation market. As Microsoft rolls
out Windows 2000 with its high-end features, Data General can play a
leading role in meeting customer needs with its NUMA technology,
pre-packaged `In-a-Box' solutions, and other major advancements now under
development." According to International Data Corporation, Data General was
the market leader in high-end NT servers in 1998, with the leading market
share position in both the $25,000-$250,000 and $100,000-$250,000 price
segments.
Dutkowsky continued, "By re-focusing Data General on selected
growth segments, further leveraging its NUMA and DG/UX technologies, and
extending AViiON's leadership position in delivering a scalable, total
computing solution in the high-end NT server arena, we believe we can turn
Data General into a vibrant, profitable business unit."
Ruettgers concluded, "EMC has a strong, results-oriented culture
driven by speed, time-to-market and a sense of urgency in everything we do.
These values will be at the forefront of our integration process as we
evaluate the opportunities for synergy and efficiency."
EMC Corporation, based in Hopkinton, Massachusetts, is the world's
technology and market leader in the rapidly growing market for intelligent
enterprise storage systems, software, networks and services. EMC's products
store, retrieve, manage, protect and share information from all major
computing environments, including UNIX, Windows NT and mainframe platforms.
With 1998 revenues of $3.97 billion, EMC has offices worldwide, trades on
the New York Stock Exchange under the symbol EMC, and is a component of the
S&P 500 Index. For further information about EMC and its storage solutions,
EMC's corporate web site can be accessed at http://www.emc.com.
This release contains "forward-looking statements" as defined
under 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 but not limited to: (i) the operational
integration associated with acquisitions; (ii) delays in the development,
production or acceptance of either company's products; (iii) the transition
to new products; (iv) competitive factors, including but not limited to
pricing pressures, in the computer storage market; (v) the relative and
varying rates of product price and component cost declines; (vi) other
risks associated with acquisitions; and (vii) other one-time events and
other important factors disclosed previously and from time to time in EMC's
filings with the U.S. Securities and Exchange Commission.
