As filed with the Securities and Exchange Commission on October 2, 2000
Registration No. 333-
------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
Form S-3
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.)
35 Parkwood Drive
Hopkinton, Massachusetts 01748
(508) 435-1000
(Address, including Zip Code, and Telephone Number, Including Area
Code, of Registrant's Principal Executive Offices)
___________________
Paul T. Dacier, Esq.
Senior Vice President and General Counsel
EMC Corporation
171 South Street
Hopkinton, Massachusetts 01748
(508) 435-1000
(Name, Address, including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)
____________________
Copies to:
David B. Walek. Esq.
Ropes & Gray
One International Place
Boston, Massachusetts 02110
(617) 951-7388
________________________
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration
statement.
________________________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: X
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box:
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering:
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering:
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box:
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Title of Each Amount Proposed Maximum Aggregate Amount of
Class of Securities to be Offering Price Offering Price Registration
to be Registered Registered Per Share(1) (1) Fee
Common Stock, $.01 2,020,000 $98.75 $199,475,000 $52,661.40
par value per share
(1) Based upon the average of the high and low sale prices on the New
York Stock Exchange on September 27, 2000.
The Registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
registration statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
Subject to Completion, Dated October 2, 2000
Prospectus
EMC CORPORATION
Common Stock
2,020,000 Shares
__________________________________
The stockholder of EMC Corporation listed on page 5 is
offering and selling up to 2,020,000 shares of common stock under
this prospectus.
The common stock is listed on the New York Stock Exchange with
the ticker symbol: "EMC." On September 29, 2000, the closing
price of one share of common stock on the New York Stock Exchange
was $99 1/8.
__________________________________
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved these securities
or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
__________________________________
October , 2000
The information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these
securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
<PAGE> 1
TABLE OF CONTENTS
Page
Where You Can Find More Information 3
The Company 5
Use of Proceeds 5
Selling Stockholders 5
Plan of Distribution 6
Legal Matters 7
Experts 7
<PAGE> 2
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy
statements and other information with the SEC. Our SEC filings are
available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any materials that
we file at the SEC's Public Reference Rooms in Washington, D.C.,
New York, New York and Chicago, Illinois. The Public Reference
Room in Washington, D.C. is located at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the Public Reference Rooms.
The SEC allows us to "incorporate by reference" the materials
we file with it, which means that we can disclose important
information to you by referring you to those materials. The
information that we incorporate by reference in this prospectus is
an important part of this prospectus. Information that we later
file with the SEC will automatically update and supersede the
information that we now incorporate by reference. We incorporate
by reference in this prospectus the documents listed below:
- Annual Report on Form 10-K for the fiscal year ended December
31, 1999;
- Quarterly Reports on Form 10-Q for the quarters ended March
31, 2000 and June 30, 2000;
- Current Reports on Form 8-K filed with the SEC on February 22,
2000, April 18, 2000 and May 9, 2000; and
- The description of our Common Stock on Form 8-A that we filed
with the SEC on March 4, 1988.
We also incorporate by reference in this prospectus any documents
that we later file with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date on
which we filed the registration statement of which this prospectus
is a part and until the selling stockholder sells all the shares
covered by this prospectus or until this offering otherwise
terminates.
You may request at no cost a copy of any or all of the
documents that we have incorporated by reference in this prospectus
by writing or telephoning us at the following address:
Investor Relations Department
EMC Corporation
171 South Street
Hopkinton, Massachusetts 01748
(508) 435-1000
We have filed a registration statement on Form S-3 with the
SEC under the Securities Act of 1933 relating to the shares covered
by this prospectus. This prospectus does not contain all of the
<PAGE> 3
information set forth in the registration statement. You should
read the registration statement for further information about us
and about the shares.
You should rely only on the information contained in this
document or that we have referred you to. We have not authorized
anyone else to provide you with information that is different. You
should not assume that the information in this prospectus is
accurate as of any date other than the date on the front of this
prospectus.
We are not offering the shares in any state or foreign
jurisdiction where that offering is not permitted.
<PAGE> 4
EMC CORPORATION
Founded in 1979, EMC designs, manufactures, markets and
supports a wide range of hardware and software products and
provides services for the storage, management, protection and
sharing of electronic information. These integrated solutions
enable organizations to create an electronic infrastructure. These
solutions are comprised of enterprise storage systems, networks,
software and services.
Our mailing address and telephone number appear below.
EMC Corporation
171 South Street
Hopkinton, Massachusetts 01748
(508) 435-1000
USE OF PROCEEDS
All net proceeds from the sale of the shares of common stock
will go to the selling stockholder. We will not receive any
proceeds from this offering.
SELLING STOCKHOLDERS
Fidelity High Tech Advisor A Fund, LLC, which we refer to as
the LLC, acquired the shares of common stock covered by this
prospectus from Richard J. Egan and Maureen E. Egan. Richard and
Maureen Egan transferred 20,200 shares and 1,999,800 shares,
respectively, into the LLC. Richard and Maureen Egan own 1% and
99% of the membership interests, respectively, in the LLC.
The material relationship between us and the LLC is as
follows: Richard Egan has been a Director since May 1992 and
Chairman of the Board of Directors since January 1998, and his
wife, Maureen Egan, has served as a Director since March 1993.
Richard and Maureen Egan intend to sell their membership
interests in the LLC. Any future purchaser of these interests who
exercises investment control over the LLC may be deemed a
beneficial owner of the shares of EMC common stock owned by the
LLC. At the time of the transfer of the interests, we will file a
prospectus supplement to identify the new beneficial owners.
The shares listed below represent all of the shares that the
LLC currently beneficially owns, the number of shares it may offer
and the number of shares it will own after the offering assuming a
sale of all of the shares. The percentage beneficial ownership in
outstanding common stock is shown in parentheses next to the number
of shares:
<PAGE> 5
Shares Beneficially
Shares Beneficially Owned Owned and Ownership
Selling and Ownership Percentage Shares Being Percentage After
Stockholder Prior to Offering (1) Offered Offering (1)(2)
----------- ------------------------- ------------ -------------------
Fidelity High Tech
Advisor A Fund, LLC 2,020,000 (*) 2,020,000 ---
--------------------
*Less than 1%
(1) Excludes 11,000,000 shares of common stock held by Richard J.
Egan and 6,078,494 shares of common stock held by Maureen E. Egan
other than by virtue of their ownership of the LLC interests.
(2) Assumes that all of the shares held by the selling stockholder
and being offered under this prospectus are sold, and that the selling
stockholder acquires no additional shares of common stock before the
completion of this offering.
PLAN OF DISTRIBUTION
The shares covered by this prospectus are being registered to permit
their offer and sale by the LLC.
The offer and sale, from time to time, of the shares owned by the
LLC may be made in one or more transactions on the New York Stock
Exchange or otherwise, at prices and at terms then prevailing or
prices related to the then current market price, or in negotiated
transactions. These sales may take one or more of the following
forms:
- in the over-the-counter market;
- in private transactions other than in the over-the-counter
market;
- in connection with short sales of shares of common stock;
- by pledge to secure debts and other obligations;
- in connection with the writing of non-traded and exchange-
traded call options, in hedge transactions or in settlement of
other transactions in standardized or over-the-counter options; or
- in a combination of any of the above transactions.
The LLC may use broker-dealers to sell the shares. If this happens,
broker-dealers will either receive discounts or commissions from the
LLC or they will receive commissions from purchasers of shares for
whom they acted as agents. Any broker-dealer that acts in connection
with the sale of shares might be deemed to be an "underwriter" within
the meaning of Section 2(11) of the Securities Act, and any
<PAGE> 6
commissions received by such broker-dealers and any profit on the
resale of the shares sold while acting as a principal might be deemed
to be an underwriting discount or commission under the Securities Act.
The LLC may also resell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities
Act, provided they meet the criteria and conform to the requirements
of that Rule.
The Common Stock is listed for trading on the New York Stock
Exchange, and the shares have been approved for listing on the New
York Stock Exchange.
LEGAL MATTERS
For the purposes of this offering, Paul T. Dacier, Senior Vice
President and General Counsel of EMC, is giving an opinion on the
validity of the shares. As of August 31, 2000, Mr. Dacier was
the beneficial owner (for purposes of the Securities Exchange Act of
1934) of 325,643 shares of common stock.
EXPERTS
Our consolidated financial statements, which have been incorporated
by reference in this prospectus, have been audited by
PricewaterhouseCoopers LLP, independent accountants. Such financial
statements have been so included in reliance on the reports of such
independent accountants given on the authority of such firms as
experts in auditing and accounting.
<PAGE> 7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the various expenses in connection
with the issuance of the securities being registered, all of which are
being paid by the Selling Stockholder. All of the amounts shown are
estimates except the Securities and Exchange Commission registration
fee.
Amount
----------
Securities and Exchange
Commission Registration Fee $ 52,661.40
Legal Fees and Expenses* $ 15,000
Accounting Fees and Expenses* $ 5,000
------------
------------
Total $ 72,661.40
* Estimated
Item 15. Indemnification of Directors and Officers
Section 67 of Chapter 156B of the General Laws of the
Commonwealth of Massachusetts authorizes a Massachusetts corporation
to indemnify any director, officer, employee or other agent of the
corporation to whatever extent specified in or authorized by (i) the
articles of organization, (ii) a by-law adopted by the stockholders or
(iii) a vote adopted by the holders of a majority of the shares of
stock entitled to vote on the election of directors.
Article 6(k) of the Registrants Restated Articles of Organization
provides as follows:
No director of the corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director to the extent provided by applicable law
notwithstanding any provision of law imposing such liability;
provided, however, that to the extent, and only to the extent,
required by Section 13(b)(1 1/2) or any successor provision of the
Massachusetts Business Corporation Law, this provision shall not
eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
sections 61 or 62 of the Massachusetts Business Corporation Law, or
(iv) for any transaction from which the director derived an improper
personal benefit. This provision shall not be construed in any way so
as to impose or create liability. The forgoing provisions of this
Article 6(k) shall not eliminate the liability of a director for any
act or omission occurring prior to the date on which this Article 6(k)
becomes effective. No amendment to or repeal of this Article 6(k)
shall apply to or have any effect on the liability or alleged
<PAGE> II-1
liability of any director of the corporation for or with respect to
any acts or omissions of such director occurring prior to such
amendment or repeal.
In addition, Section 7 of the Registrants Amended and Restated By-
laws, entitled "Indemnification of Directors and Officers," provides
as follows:
The corporation shall, to the extent legally permissible,
indemnify each of its directors and officers (including persons who
act at its request as directors, officers or trustees of another
organization or in any capacity with respect to any employee benefit
plan) against all liabilities and expenses, including amounts paid in
satisfaction of judgments, in compromise or as fines and penalties,
and counsel fees, reasonably incurred by such director or officer in
connection with the defense or disposition of any action, suit or
other proceeding, whether civil or criminal, in which such director or
officer may be involved or with which such director or officer may be
threatened, while in office or thereafter, by reason of such
individual being or having been such a director or officer, except
with respect to any matter as to which such director or officer shall
have been adjudicated in any proceeding not to have acted in good
faith in the reasonable belief that such individual's action was in
the best interests of the corporation (any person serving another
organization in one or more of the indicated capacities at the request
of the corporation who shall have acted in good faith in the
reasonable belief that such individual's action was in the best
interest of such other organization to be deemed as having acted in
such manner with respect to the corporation) or, to the extent that
such matter relates to service with respect to any employee benefit
plan, in the best interests of the participants or beneficiaries of
such employee benefit plan; provided, however, that as to any matter
disposed of by a compromise payment by such director or officer,
pursuant to a consent decree or otherwise, no indemnification either
for said payment or for any other expenses shall be provided unless
such compromise shall be approved as in the best interests of the
corporation, after notice that it involves such indemnification: (a)
by a disinterested majority of the directors then in office; or (b) by
a majority of the disinterested directors then in office, provided
that there has been obtained an opinion in writing of independent
legal counsel to the effect that such director or officer appears to
have acted in good faith in the reasonable belief that such
individual's action was in the best interests of the corporation; or
(c) by the holders of a majority of the outstanding stock at the time
entitled to vote for directors, voting as a single class, exclusive of
any stock owned by any interested director or officer. Expenses,
including counsel fees, reasonably incurred by any director or officer
in connection with the defense or disposition of any such action, suit
or other proceeding may be paid from time to time by the corporation
in advance of the final disposition thereof upon receipt of an
undertaking by such director or officer to repay to the corporation
the amounts so paid by the corporation if it is ultimately determined
that indemnification for such expenses is not authorized under this
Section 7. The right of indemnification hereby provided shall not be
exclusive of or affect any other rights to which any director or
officer may be entitled. As used in this Section, the terms
''director'' and ''officer'' include their respective heirs, executors
and administrators, and an ''interested'' director or officer is one
against whom in such capacity the proceedings in question or another
proceeding on the same or similar grounds is then pending. Nothing
contained in this Section shall affect any rights to indemnification
to which corporate personnel other than directors or officers may be
entitled by contract or otherwise under law.
<PAGE> II-2
Item 16. Exhibits
The following exhibits are either filed herewith or incorporated
by reference to documents previously filed as indicated below:
4.1 Restated Articles of Organization. Incorporated by reference
from the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 filed with the Commission on March 17,
2000.
4.2 Amended and Restated Bylaws. Incorporated by reference from the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 filed with the Commission on March 17, 2000.
5.1 Opinion of Paul T. Dacier, Senior Vice President and General
Counsel of EMC Corporation, as to the legality of the securities
being registered.
23.1 Consent of Paul T. Dacier, Senior Vice President and General
Counsel of EMC Corporation (included with Exhibit 5.1 hereof).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney (included with the signature pages to this
registration statement).
Item 17. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) under the Securities
Act of 1933 if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
<PAGE> II-3
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
provided, however, that paragraphs (i) and (ii) of this
section do not apply if the registration statement is on Form S-
3, Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement;
(2) That, for the purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
<PAGE> II-4
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-3, and has duly
caused this registration statement on Form S-3 to be signed on its
behalf by the undersigned, thereunto duly authorized in the Town of
Hopkinton, Commonwealth of Massachusetts, on October 2, 2000.
EMC Corporation
By: /s/ Paul T. Dacier
--------------------------------
Name: Paul T. Dacier
Title: Senior Vice President and
General Counsel
POWER OF ATTORNEY
We, the undersigned officers and directors of EMC Corporation,
hereby severally constitute Michael C. Ruettgers, William J. Teuber,
Jr. and Paul T. Dacier, and each of them singly, our true and lawful
attorneys-in-fact with full power of substitution and resubstitution,
for them, and each of them singly, to sign for us and in our names in
the capacities indicated below, the registration statement filed
herewith and any and all amendments to said registration statement
(including pre-effective and post-effective amendments), and generally
to do all such things in our name and behalf in our capacities as
officers and directors to enable EMC Corporation to comply with the
provisions of the Securities Act of 1933, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming
our signatures as they may be signed by our said attorneys-in-fact, or
any of them, to said registration statement and any and all amendments
thereto.
Witness our hands and common seal on the dates set forth below.
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 October 2, 2000
-------------------------- (Principal Executive
Richard J. Egan Officer) and Director
<PAGE> II-5
/s/ Michael C. Ruettgers Chief Executive Officer October 2, 2000
-------------------------- and Director
Michael C. Ruettgers
/s/ William J. Teuber, Jr. Senior Vice President and October 2, 2000
---------------------- Chief Financial Officer
William J. Teuber, Jr. (Principal Financial Officer
and Chief Accounting Officer)
/s/ Michael J. Cronin Director October 2, 2000
----------------------
Michael J. Cronin
---------------------- Director
John R. Egan
/s/ Maureen E. Egan Director October 2, 2000
----------------------
Maureen E. Egan
/s/ W. Paul Fitzgerald Director October 2, 2000
----------------------
W. Paul Fitzgerald
/s/ Joseph F. Oliveri Director October 2, 2000
----------------------
Joseph F. Oliveri
/s/ Alfred M. Zeien Director October 2, 2000
----------------------
Alfred M. Zeien
<PAGE> II-6
EXHIBIT INDEX
Number Description
------ -----------
4.1 Restated Articles of Organization. Incorporated by reference
from the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999 filed with the Commission on March
17, 2000.
4.2 Amended and Restated Bylaws. Incorporated by reference from
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 filed with the Commission on March 17,
2000.
5.1 Opinion of Paul T. Dacier, Senior Vice President and General
Counsel of EMC Corporation, as to the legality of the securities
being registered.
23.1 Consent of Paul T. Dacier, Senior Vice President and General
Counsel of EMC Corporation (included with Exhibit 5.1 hereof).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney (included with the signature pages to this
registration statement).
