<PAGE>
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 1989 Employee Stock Purchase Plan
___________________________
(Full Title of the Plans)
___________________________
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
<TABLE>
<CAPTION>
=================================================================================================================================
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered (1) Offering Price Per Aggregate Offering Registration
Share (2) Price (2) Fee (3)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1989 Employee Stock Purchase Plan
- ----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share 4,400,000 shares 70.21875 $308,962,500 85,892
==================================================================================================================================
</TABLE>
(1) This registration statement also relates to an aggregate of 2,579,706
shares of common stock, par value $.01 per share, of EMC Corporation
("Common Stock") previously registered and remaining unissued under
Registration Statements on Form S-8 (Registration Nos. 33-71262 and
333-05133), which are incorporated by reference herein.
(2) 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 October
28, 1999.
(3) In accordance with Instruction E of Form S-8, the registration fee is being
paid with respect to the additional securities only.
<PAGE>
PART II
EMC Corporation (the "Registrant") hereby incorporates by reference the
contents of the Registrant's Registration Statements on Form S-8 (Registration
Nos. 33-71262 and 333-05133).
2
<PAGE>
Item 8. Exhibits
Exhibit
Number Title of Exhibit
- ------ ----------------
4.1 EMC Corporation 1989 Employee Stock Purchase Plan, as
amended to date.
5.1 Opinion of Paul T. Dacier, Esq., Vice President and
General Counsel of EMC Corporation as to the legality
of the securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Paul T. Dacier, Esq., Vice President and General
Counsel of EMC Corporation (contained in the
opinion filed as Exhibit 5.1 to this Registration Statement).
24.1 Power of Attorney (included on the signature pages to this
Registration Statement).
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Hopkinton, Commonwealth of Massachusetts on the 29th
day of October, 1999.
EMC Corporation
By: /s/ Paul T. Dacier
----------------------
PAUL T. DACIER
Vice President and General Counsel
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.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ---------- ----------
<S> <C> <C>
/s/ Richard J. Egan Chairman of the Board October 29, 1999
- -----------------------------
Richard J. Egan (Principal Executive
Officer) and Director
/s/ Michael C. Ruettgers President and Chief October 29, 1999
- -----------------------------
Michael C. Ruettgers Executive Officer and
Director
/s/ Colin G. Patteson Senior Vice President, Chief October 29, 1999
- -----------------------------
Colin G. Patteson Administrative Officer and
Treasurer (Principal
Financial Officer)
</TABLE>
4
<PAGE>
<TABLE>
<S> <C> <C>
/s/ William J. Teuber Vice President and Chief October 29, 1999
- -----------------------------
William J. Teuber, Jr. Financial Officer
(Principal Accounting
Officer)
/s/ Michael J. Cronin Director October 29, 1999
- -----------------------------
Michael J. Cronin
/s/ John R. Egan Director October 29, 1999
- -----------------------------
John R. Egan
/s/ Maureen E. Egan Director October 29, 1999
- -----------------------------
Maureen E. Egan
/s/ W. Paul Fitzgerald Director October 29, 1999
- -----------------------------
W. Paul Fitzgerald
/s/ Joseph F. Oliveri Director October 29, 1999
- -----------------------------
Joseph F. Oliveri
</TABLE>
5
<PAGE>
EXHIBIT INDEX
Exhibit
Number Title of Exhibit
- ------ ----------------
4.1 EMC Corporation 1989 Employee Stock Purchase Plan,
as amended to date.
5.1 Opinion of Paul T. Dacier, Esq., Vice President and
General Counsel of EMC Corporation as to the legality
of the securities being registered.
23. Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Paul T. Dacier, Esq., Vice President and
General Counsel of EMC Corporation (contained
in the opinion filed as Exhibit 5.1 to this Registration Statement).
24.1 Powers of Attorney (included on the signature pages to this
Registration Statement).
<PAGE>
Exhibit 4.1
EMC CORPORATION
1989 EMPLOYEE STOCK PURCHASE PLAN,
as amended May 5, 1999
Section 1. Purpose of Plan
The EMC Corporation 1989 Employee Stock Purchase Plan (the "Plan") is
intended to provide a method by which eligible employees of EMC Corporation and
its subsidiaries (collectively, the "Company") may use voluntary, systematic
payroll deductions to purchase the Company's common stock, $.01 par value,
("stock") and thereby acquire an interest in the future of the Company. For
purposes of the Plan, a subsidiary is any corporation in which the Company owns,
directly or indirectly, stock possessing 50% or more of the total combined
voting power of all classes of stock unless the Board of Directors of the
Company (the "Board of Directors") determines that employees of a particular
subsidiary shall not be eligible.
Section 2. Options to Purchase Stock
Under the Plan as now amended, no more than 24,000,000 shares are available
for purchase (subject to adjustment as provided in Section 16) pursuant to the
exercise of options ("options") granted under the Plan to employees of the
Company ("employees"). The stock to be delivered upon exercise of options under
the Plan may be either shares of the Company's authorized but unissued stock, or
shares of reacquired stock, as the Board of Directors shall determine.
Section 3. Eligible Employees
Except as otherwise provided in Section 20, each employee who has completed
six months or more of continuous service in the employ of the Company shall be
eligible to participate in the Plan.
Section 4. Method of Participation
The periods January 1 to June 30 and July 1 to December 31 of each year
shall be option periods. Each person who will be an eligible employee on the
first day of any option period may elect to participate in the Plan by executing
and delivering, at least 15 days prior to such day, a payroll deduction
authorization in accordance with Section 5. Such employee shall thereby become
a participant ("participant") on the first day of such option period and shall
remain a participant until his or her participation is terminated as provided in
the Plan.
Section 5. Payroll Deductions
The payroll deduction authorization shall request withholding, at a rate of
not less than 2% nor more than 10% from the participant's compensation (subject
to a maximum of $2,500 per option period), by means of substantially equal
payroll deductions over the option period; provided, however, that in the event
-------- -------
any amount remaining in a participant's withholding account at the end of an
option period (which would be equal to a fractional share) is rolled over to the
opening balance in a participant's withholding account for the next option
period pursuant to Section 8 below (a "rollover"), such amount will be applied
to the last payroll deduction for the next option period, thereby reducing the
amount of that payroll deduction; further provided that the maximum of $2,500
----------------
per option period shall be reduced by the amount of any rollover. For purposes
of the Plan, "compensation" shall mean all cash compensation paid to the
participant by the Company. A participant may change the withholding rate of
his or her payroll deduction authorization by written notice delivered to the
Company at least 15 days prior to the first day of the option period as to which
the change is to be effective. All amounts withheld in accordance with a
participant's payroll deduction authorization shall be credited to a withholding
account for such participant.
<PAGE>
Section 6. Grant of Options
Each person who is a participant on the first day of an option period shall
as of such day be granted an option for such period. Such option shall be for
the number of shares of stock to be determined by dividing (a) the balance in
the participant's withholding account on the last day of the option period by
(b) the purchase price per share of the stock determined under Section 7, and
eliminating any fractional share from the quotient. In the event that the number
of shares then available under the Plan is otherwise insufficient, the Company
shall reduce on a substantially proportionate basis the number of shares of
stock receivable by each participant upon exercise of his or her option for an
option period and shall return the balance in a participant's withholding
account to such participant.
Section 7. Purchase Price
The purchase price of stock issued pursuant to the exercise of an option
shall be 85% of the fair market value of the stock at (a) the time of grant of
the option or (b) the time at which the option is deemed exercised, whichever is
less. Fair market value shall be determined in accordance with the applicable
provisions of the Internal Revenue Code of 1986, as amended or restated from
time to time (the "Code"), or regulations issued thereunder, or, in the absence
of any such provisions or regulations, shall be deemed to be the last sale price
at which the stock is traded on the day in question or the last prior date on
which a trade occurred as reported in The Wall Street Journal; or, if The Wall
----------------------- --------
Street Journal is not published or does not list the stock, then in such other
- --------------
appropriate newspaper of general circulation as the Board of Directors may
prescribe; or, if the last price at which the stock traded is not generally
reported then the mean between the reported bid and asked prices at the close of
the market on the day in question or the last prior date when such prices were
reported.
Section 8. Exercise of Options
If an employee is a participant in the Plan on the last business day of an
option period, he or she shall be deemed to have exercised the option granted to
him or her for that period. Upon such exercise, the Company shall apply the
balance of the participant's withholding account to the purchase of the number
of whole shares of stock determined under Section 6, and as soon as practicable
thereafter shall issue and deliver certificates for said shares to the
participant. The balance, if any, of the participant's withholding account in
excess of the total purchase price of the whole shares so issued shall be
applied to the opening balance in his or her withholding account for the next
option period. No fractional shares shall be issued hereunder.
Notwithstanding anything herein to the contrary, the Company shall not be
obligated to deliver any shares unless and until, in the opinion of the
Company's counsel, all requirements of applicable federal and state laws and
regulations (including any requirements as to legends) have been complied with,
nor, if the outstanding stock is at the time listed on any securities exchange,
unless and until the shares to be delivered have been listed (or authorized to
be added to the list upon official notice of issuance) upon such exchange, nor
unless or until all other legal matters in connection with the issuance and
delivery of shares have been approved by the Company's counsel.
Section 9. Interest
No interest will be payable on withholding accounts.
Section 10. Cancellation and Withdrawal
A participant who holds an option under the Plan may at any time prior to
exercise thereof under Section 8 cancel all (but not less than all) of his or
her option by written notice delivered to the Company. Upon such cancellation,
the balance in his or her withholding account shall be returned to him or her.
A participant may terminate his or her payroll deduction authorization as
of any date by written notice delivered to the Company and shall thereby cease
to be a participant as of such date. Any participant who voluntarily terminates
his or her payroll deduction authorization prior to the last business day of an
option period shall be deemed to have cancelled his or her option.
2
<PAGE>
Section 11. Termination of Employment
Except as otherwise provided in Section 12, upon the termination of a
participant's employment with the Company for any reason whatsoever, he or she
shall cease to be a participant, and any option held by him or her under the
Plan shall be deemed cancelled, the balance of his or her withholding account
shall be returned to him or her, and he or she shall have no further rights
under the Plan. For purposes of this Section 11, a participant's employment will
not be considered terminated in the case of sick leave or other bona fide leave
of absence approved for purposes of this Plan by the Company or a subsidiary or
in the case of a transfer to the employment of a subsidiary or to the employment
of the Company.
Section 12. Death or Retirement of Participant
In the event a participant holds any option hereunder at the time his or
her employment with the Company is terminated (1) by his or her retirement with
the consent of the Company, and such retirement is within three months of the
time such option becomes exercisable, or (2) by his or her death, whenever
occurring, then such participant (or his or her legal representative), may, by a
writing delivered to the Company on or before the date such option is
exercisable, elect either (a) to cancel any such option and receive in cash the
balance in his or her withholding account, or (b) to have the balance in his or
her withholding account applied as of the last day of the option period to the
exercise of his or her option pursuant to Section 8, and have the balance, if
any, in such account in excess of the total purchase price of the whole shares
so issued returned in cash. In the event such participant (or his or her legal
representative) does not file a written election as provided above, any
outstanding option shall be treated as if an election had been filed pursuant to
subparagraph 12(a) above.
Section 13. Participant's Rights Not Transferable, etc.
All participants granted options under the Plan shall have the same rights
and privileges. Each participant's rights and privileges under any option
granted under the Plan shall be exercisable during his or her lifetime only by
him or her, and shall not be sold, pledged, assigned, or otherwise transferred
in any manner whatsoever except by will or the laws of descent and distribution.
In the event any participant violates the terms of this Section, any options
held by him or her may be terminated by the Company and, upon return to the
participant of the balance of his or her withholding account, all his or her
rights under the Plan shall terminate.
Section 14. Employment Rights
Neither the adoption of the Plan nor any of the provisions of the Plan
shall confer upon any participant any right to continued employment with the
Company or a subsidiary or affect in any way the right of the Company to
terminate the employment of such participant at any time.
Section 15. Rights as a Shareholder
A participant shall have the rights of a shareholder only as to stock
actually acquired by him or her under the Plan.
Section 16. Change in Capitalization
In the event of a stock dividend, stock split or combination of shares,
recapitalization, merger in which the Company is the surviving corporation or
other change in the Company's capital stock, the number and kind of shares of
stock or securities of the Company to be subject to the Plan and to options then
outstanding or to be granted hereunder, the maximum number of shares or
securities which may be delivered under the Plan, the option price and other
relevant provisions shall be appropriately adjusted by the Board of Directors,
whose determination shall be binding on all persons. In the event of a
consolidation or merger in which the Company is not the surviving corporation or
in the event of the sale or transfer of substantially all the Company's assets
(other than by the grant of a mortgage or security interest), all outstanding
options shall thereupon terminate, provided that prior to the effective date of
any such merger, consolidation or sale of assets, the Board of Directors shall
either (a) return the balance in all withholding accounts and cancel all
outstanding options, or (b) accelerate the
3
<PAGE>
exercise date provided for in Section 8, or (c) if there is a surviving or
acquiring corporation, arrange to have that corporation or an affiliate of that
corporation grant to the participants replacement options having equivalent
terms and conditions as determined by the Board of Directors.
Section 17. Administration of Plan
The Plan will be administered by the Board of Directors. The Board of
Directors will have authority, not inconsistent with the express provisions of
the Plan, to take all action necessary or appropriate hereunder, to interpret
its provisions, and to decide all questions and resolve all disputes which may
arise in connection therewith. Such determinations of the Board of Directors
shall be conclusive and shall bind all parties.
The Board may, in its discretion, delegate its powers with respect to the
Plan to an Employee Benefit Plan Committee or any other committee (the
"Committee"), in which event all references to the Board of Directors hereunder,
including without limitation the references in Section 17, shall be deemed to
refer to the Committee. A majority of the members of any such 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.
Section 18. Amendment and Termination of Plan
The Board of Directors may at any time or times amend the Plan or amend any
outstanding option or options 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, provided that (except to the extent explicitly
required or permitted herein) no such amendment will, without the approval of
the shareholders of the Company, (a) increase the maximum number of shares
available under the Plan, (b) reduce the option price of outstanding options or
reduce the price at which options may be granted, (c) change the conditions for
eligibility under the Plan, or (d) amend the provisions of this Section 18 of
the Plan, and no such amendment will adversely affect the rights of any
participant (without his or her consent) under any option theretofore granted.
The Plan may be terminated at any time by the Board of Directors, but no
such termination shall adversely affect the rights and privileges of holders of
the outstanding options.
Section 19. Approval of Shareholders
The Plan shall be subject to the approval of the shareholders of the
Company, which approval shall be secured within twelve months after the date the
Plan is adopted by the Board of Directors. Notwithstanding any other provisions
of the Plan, no option shall be exercised prior to the date of such approval.
Section 20. Limitations
Notwithstanding any other provision of the Plan:
(a) An employee shall not be eligible to receive an option pursuant to the
Plan if, immediately after the grant of such option to him or her, he or she
would (in accordance with the provisions of Sections 423 and 425(d) of the Code)
own or be deemed to own stock possessing 5% or more of the total combined voting
power or value of all classes of stock of the employer corporation or of its
parent or subsidiary corporation, as defined in Section 425 of the Code.
(b) No employee shall be granted an option under this Plan that would
permit his or her rights to purchase shares of stock under this Plan of the
Company to accrue at a rate which exceeds $25,000 in fair market value of such
stock (determined at the time the option is granted) for each calendar year
during which any such option granted to such employee is outstanding at any
time, as provided in Sections 423 and 425 of the Code.
(c) No employee shall be granted an option under this Plan that would
permit him or her to withhold more than $2,500 in each option period or $5,000
per calendar year, less the amount of any rollover.
4
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(d) No employee whose customary employment is 20 hours or less per week
shall be eligible to participate in the Plan.
(e) No independent contractor shall be eligible to participate in the
Plan.
5
<PAGE>
Exhibit 5.1
[LETTERHEAD OF EMC CORPORATION APPEARS HERE]
October 29, 1999
EMC Corporation
35 Parkwood Drive
Hopkinton, Massachusetts 01748
Ladies and Gentlemen:
I am Vice President and General Counsel of EMC Corporation, a
Massachusetts corporation (the "Company"), and am issuing this opinion in
connection with the registration statement on Form S-8 (the "Registration
Statement") being filed by the Company with the Securities and Exchange
Commission (the "Commission") on the date hereof for the purpose of registering
under the Securities Act of 1933, as amended, 4,400,000 shares (the "Shares") of
common stock, par value $.01 per share, of the Company ("Common Stock") which
may be issued pursuant to the Company's 1989 Employee Stock Purchase Plan, as
amended (the "Plan").
In this connection, I have examined and am familiar with originals or
copies, certified or otherwise identified to my satisfaction, of (i) the
Registration Statement; (ii) the Articles of Amendment to EMC Corporation's
Restated Articles of Organization, as amended to date, and (iii) such records of
the corporate proceedings of the Company as I have deemed necessary or
appropriate as a basis for the opinions set forth herein; and such certificates
of officers of the Company and others and such other records and documents as I
have deemed necessary or appropriate as a basis for the opinions set forth
herein.
In my examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified, conformed or photostatic copies and the
authenticity of the originals of such copies. As to any facts material to the
opinion expressed herein which I have not independently established or verified,
I have relied upon statements and representations of other officers and
representatives of the Company and others.
I am admitted to the Bar of the State of Wisconsin and the
Commonwealth of Massachusetts and do not purport to be an expert on, or express
any opinion concerning, any law other than the substantive law of the
Commonwealth of Massachusetts.
Based upon and subject to the foregoing, I am of the opinion that the
Shares have been duly authorized for issuance and, when issued and sold by the
Company pursuant to and in accordance with the Plan, will be validly issued,
fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. In giving this consent, I do not
thereby admit that I am in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the SEC
promulgated thereunder.
This opinion is furnished by me, as Vice President and General Counsel
to the Company, in connection with the filing of the Registration Statement and
is not to be used, circulated or quoted for any other purpose or otherwise
referred to or relied upon by any other person without the prior express written
permission of the Company other than in connection with the offer and sale of
Shares while the Registration Statement is in effect.
Very truly yours,
/s/ Paul T. Dacier
Paul T. Dacier
Vice President and General Counsel
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of EMC Corporation of our report dated January 22, 1999
relating to the consolidated financial statements and financial statement
schedule, which appears in EMC Corporation's Annual Report on Form 10-K for the
year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
November 4, 1999
