SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13D-1(A)AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)
(AMENDMENT NO. 1 )
Under the Securities Exchange Act of 1934
Softworks, Inc.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
83404P102
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(CUSIP Number)
Paul T. Dacier, Esq.
EMC Corporation
35 Parkwood Drive
Hopkinton, Massachusetts 01748
(508) 435-1000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Margaret A. Brown, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Beacon Street
Boston, MA 02108
(617) 573-4800
January 25, 2000
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-
1(g), check the following box [ ].
SCHEDULE 13D
CUSIP No. 83404P102
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EMC Corporation; IRS ID No. 04-2680009
___________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
___________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________
(4) SOURCE OF FUNDS
WC
___________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
___________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
___________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF All of the outstanding shares
SHARES _____________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY -0-
EACH _____________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH All of the outstanding shares
_____________________________________
(10) SHARED DISPOSITIVE POWER
-0-
___________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5)
All of the outstanding shares
___________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
___________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
100%
___________________________________________________________________
(14) TYPE OF REPORTING PERSON
CO
___________________________________________________________________
___________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eagle Merger Corp.; IRS ID No. 04-3494398
___________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
___________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________
(4) SOURCE OF FUNDS
AF
___________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
___________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Eagle Merger Corp. no longer exists, but was merged into
Softworks, Inc.
___________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF -0-
SHARES _____________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY -0-
EACH _____________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON -0-
WITH _____________________________________
(10) SHARED DISPOSITIVE POWER
-0-
___________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- (See Item 5)
___________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
___________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
___________________________________________________________________
(14) TYPE OF REPORTING PERSON
Formerly a CO
___________________________________________________________________
This Amendment No. 1 to the Schedule 13D amends and
supplements the Schedule 13D originally filed on December 27, 1999 (the
"Schedule 13D") by EMC Corporation, a Massachusetts corporation ("EMC"),
and Eagle Merger Corp., a Delaware corporation ("Eagle"), with respect to
Eagle's offer to purchase all of the outstanding shares of common stock,
par value $0.001 per share (the "Common Stock"), of Softworks, Inc., a
Delaware corporation (the "Issuer"), at $10.00 per share, net to the seller
in cash, without interest, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated December 23, 1999, and the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, constitutes the "Offer"), which were filed as Exhibit B to the
Schedule 13D. Unless otherwise defined herein, all capitalized terms used
herein have the respective meanings given to such terms in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
The first paragraph of Item 2 (a) - (c) and (f) of the
Schedule 13D is hereby amended by the following:
Eagle Merger Corp. ("Eagle"), a wholly owned subsidiary of
EMC Corporation ("EMC"), was formed for the purpose of acquiring
Common Stock pursuant to the Offer. Upon the expiration of the offer
period and the purchase of over 90% of the Common Stock, Eagle was
merged on January 27, 2000 into the Issuer. The Issuer is the
surviving entity and is now wholly owned by EMC.
The second paragraph of Item 2 (a) - (c) and (f) of the
Schedule 13D is hereby amended by the following:
EMC, a Massachusetts corporation, as beneficial owner of all
the outstanding capital stock of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 (a), (b) and (c) of the Schedule 13D is hereby amended
by the following:
(a) and (b) As of the date hereof, EMC beneficially owns and
has sole voting and dispositive power as to all of the Common Stock. Eagle
acquired approximately 99.2% of the Common Stock and was then merged into
the Issuer. The Issuer is the surviving entity. As a result of the merger,
EMC, which was the sole shareholder of Eagle, now has sole voting and
dispositive power over all the outstanding Common Stock.
(c) Eagle acquired 18,382,028 shares of Common Stock (including
shares of Common Stock tendered pursuant to guaranteed delivery procedures)
on January 25, 2000 pursuant to the Offer.
SIGNATURE
After reasonable inquiry and to the best knowledge and belief
of the undersigned, such person certifies that the information set forth
in this statement is true, complete and correct.
EMC CORPORATION
Date: January 28, 2000 By: /s/ Paul T. Dacier
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Name: Paul T. Dacier
Title: Vice President and General
Counsel
