SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EMC CORPORATION
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(Exact name of registrant as specified in its charter)
MASSACHUSETTS
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(State or other jurisdiction of Incorporation or Organization)
04-2680009
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(I.R.S. Employer Identification Number)
35 Parkwood Drive,
Hopkinton, Massachusetts 01748
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(Address of Principal Executive Offices)
EMC CORPORATION 1993 STOCK OPTION PLAN
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(Full Title of the Plan)
Paul T. Dacier, Esq.
Senior Vice President and General Counsel
EMC Corporation
171 South Street
Hopkinton, Massachusetts 01748
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(Name and Address of Agent for Service)
(508) 435-1000
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(Telephone Number, Including Area Code for Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Price Aggregate Registration
be Registered Registered(1) Per Share(2) Offering Price(2) Fee(3)
Common Stock, 20,000,000(4) $74.85 $1,497,000,000 $395,208
par value $.01
per share
(1) This registration statement also relates to an aggregate of
approximately 113,317,076 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. 33-71598, 33-63665,
333-31471, 333-55801 and 333-90329), which are incorporated by
reference herein. Also registered hereunder are such
additional number of shares of Common Stock, presently
indeterminable, as may be necessary to satisfy the
antidilution provisions of the EMC Corporation 1993 Stock
Option Plan, as amended (the "1993 Plan"), to which this
Registration Statement relates.
(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 July 6, 2000.
(3) In accordance with Instruction E of Form S-8, the
registration fee is being paid with respect to newly
registered securities only.
(4) Represents shares that may be issued upon exercise of
options granted under the 1993 Plan.
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, 333-
31471, 333-55801 and 333-90329).
Item 8. Exhibits.
Exhibit
Number Title of Exhibit
-------- ----------------
4.1 EMC Corporation 1993 Stock Option Plan,
as amended to date.
5.1 Opinion of Paul T. Dacier, Esq., Senior
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., Senior
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).
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 11th day of July, 2000.
EMC Corporation
By:/s/ Paul T. Dacier
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PAUL T. DACIER
Senior Vice President and General Counsel
Each person whose signature appears below constitutes and appoints
Michael C. Ruettgers, William J. Teuber, Jr. 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 July 11, 2000
-------------------------- (Principal Executive
Richard J. Egan Officer) and Director
/s/ Michael C. Ruettgers Chief Executive Officer July 11, 2000
-------------------------- and Director
Michael C. Ruettgers
/s/ William J. Teuber, Jr. Senior Vice President and July 11, 2000
-------------------------- Chief Financial Officer
William J. Teuber, Jr. (Principal Financial Officer
and Chief Accounting Officer)
/s/ Michael J. Cronin Director July 11, 2000
--------------------------
Michael J. Cronin
/s/ John R. Egan Director July 11, 2000
--------------------------
John R. Egan
/s/ Maureen E. Egan Director July 11, 2000
--------------------------
Maureen E. Egan
/s/ W. Paul Fitzgerald Director July 11, 2000
--------------------------
W. Paul Fitzgerald
/s/ Joseph F. Oliveri Director July 11, 2000
--------------------------
Joseph F. Oliveri
Director
--------------------------
Alfred M. Zeien
EXHIBIT INDEX
Exhibit
Number Title of Exhibit
4.1 EMC Corporation 1993 Stock Option Plan, as amended to date.
5.1 Opinion of Paul T. Dacier, Esq., Senior 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., Senior 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).
