As filed with the Securities and Exchange Commission on November 16, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
----------------------
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:
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: X
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
Title of Each Amount to be Proposed Maximum Proposed Maximum Amount of
Class of Registered Offering Price Aggregate Registration
Securities ---------- Per Share (1) Offering Price(1) Fee
to be ---------------- ----------------- ------------
Registered
------------
Common Stock, 3,495,064 $78.41 $274,047,968.24 $72,348.67
$.01 par value
per share
(1) These figures are estimates made solely for the purpose of calculating
the registration fee in accordance with Rule 457 under the Securities Act.
Based upon the average of the high and low sale prices on the New York
Stock Exchange on November 13, 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 November 16, 2000
Prospectus
EMC CORPORATION
Common Stock
3,495,064 Shares
-----------------------------
The selling stockholders identified in this prospectus are offering
to sell up to an aggregate of 3,495,064 shares of common stock of
EMC Corporation. We originally issued the shares to the selling
stockholders in connection with our acquisition of all of the
outstanding stock of CrosStor Software, Inc.
The selling stockholders may offer and sell their shares from time
to time in any manner described in the "Plan of Distribution" section
of this prospectus beginning on page 8.
Our common stock is listed on the New York Stock Exchange with the
ticker symbol "EMC." On November 15, 2000, the closing price of the
common stock on the New York Stock Exchange was $88 13/16 per share.
------------------------------
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.
-------------------------------
_________, 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.
TABLE OF CONTENTS
Page
Where You Can Find More Information 3
EMC Corporation 5
Use of Proceeds 5
Selling Stockholders 5
Plan of Distribution 7
Legal Matters 8
Experts 8
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, June 30, 2000 and September 30, 2000;
- Current Reports on Form 8-K filed with the SEC on February 22,
2000, April 18, 2000, May 9, 2000, and November 8, 2000; and
- The description of our Common Stock contained in our Registration
Statement on Form 8-A filed with the SEC on March 4, 1988,
including any amendments or reports filed for the purpose of
updating such description.
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 stockholders sell 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
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.
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
covered by this prospectus will go to the selling stockholders.
We will not receive any proceeds from this offering.
SELLING STOCKHOLDERS
We originally issued the shares being offered under
this prospectus to the selling stockholders in connection with
our acquisition of CrosStor Software, Inc. on October 31, 2000.
On such date, EMC and our wholly-owned subsidiary entered into
an Agreement and Plan of Merger with CrosStor. Under the terms
of this merger agreement, our wholly-owned subsidiary was merged
with and into CrosStor, with CrosStor surviving the merger.
As a result of the merger, which is being accounted for as a
pooling-of-interests, the stockholders of CrosStor received an
aggregate of 3,495,064 shares of our common stock in exchange for
all of the outstanding capital stock of CrosStor. We issued
these shares to the CrosStor stockholders pursuant to an exemption
from the registration requirements of the Securities Act of 1933.
The registration statement on Form S-3 to which this prospectus
relates is being filed pursuant to a Registration Rights Agreement
that we entered into with the CrosStor stockholders in connection
with the merger. Under the Registration Rights Agreement, we agreed
to use our reasonable best efforts to file a registration statement
covering the shares of our common stock issued to the CrosStor
stockholders in exchange for all of the outstanding capital stock
of CrosStor. In general, we have agreed to keep the registration
statement effective until November 1, 2001, subject to extension if we
require the selling stockholders to suspend their use of this prospectus
under certain circumstances.
The following table sets forth the names of the selling
stockholders, the number of shares of our common stock beneficially
owned by each selling stockholder as of October 31, 2000, and the
maximum number of shares of common stock that may be offered from
time to time under this prospectus by each of them. This
information has been obtained from the selling stockholders.
Because a selling stockholder may sell or otherwise transfer less
than all of his, her or its shares of common stock covered under
this prospectus, no estimate can be given as to the number of
shares that will be held by such selling stockholder after this
offering. Except as indicated below, none of the selling
stockholders has had a material relationship with us or any of our
affiliates within the past three years.
Shares Shares Beneficially
Beneficially Owned Owned
and Ownership Shares and Ownership
Selling Percentage Prior Being Percentage
Stockholder to Offering (1) Offered After Offering (1)
----------- ----------------- ------- -------------------
Timothy H. 1,628,022 1,628,022 0
Williams(2)
Gordon 1,628,022 1,628,022 0
Harris(2)
Stephen A. 162,801(3) 162,801(3) 0
Rago(2)
Dennis Haugh 1,302 1,302 0
Constance 586 586 0
Frothingham
Jeffrey 195,362(4) 195,362(4) 0
Helthall(2)
Martin Horowitz 862 862 0
Merchant 66,233(5) 66,233 0(5)
Capital, Inc.
JT Venture 45,147 45,147 0
Partners
Emulex 90,295 90,295 0
Corporation
-----------------
(1) Assumes that all of the shares held by each selling
stockholder and being offered under this prospectus are
sold, and that each selling stockholder does not acquire
any additional shares of our common stock before the
completion of this offering. Includes shares deposited
in escrow to secure the indemnification obligations of
the selling stockholders under the merger agreement.
Ten percent (10%) of the shares of our common stock
issued to each selling stockholder in connection with
the merger was deposited in escrow. To the extent that
any of the shares held in escrow are returned to us in
satisfaction of the indemnification obligations, the
total number of shares beneficially owned by these
selling stockholders would be reduced according to their
respective pro rata interests in the shares held in escrow
that are returned to us. Timothy Williams and Gordon
Harris have also agreed that they will not sell,
transfer or otherwise dispose of any shares that they
received in the merger until after we publish financial
results covering at least thirty days of combined
operations of EMC and CrosStor after the effective
time of the merger. Each number of shares
listed represents less than 1% of the aggregate issued
and outstanding common stock of EMC.
(2) Timothy Williams, Gordon Harris, Stephan Rago and
Jeffrey Helthall became EMC employees immediately following
the merger; Timothy Williams and Gordon Harris became Vice
Presidents of EMC.
(3) Includes 130,241 shares subject to currently
exercisable options to acquire shares of our common stock.
(4) Includes 193,327 shares subject to currently
exercisable options to acquire shares of our common stock.
(5) Merchant Capital, Inc. is a subsidiary of Credit Suisse
First Boston. Credit Suisse First Boston beneficially owns
approximately 1,781,553 shares of our common stock.
PLAN OF DISTRIBUTION
The shares covered by this prospectus are being registered
to permit their offer and sale by the selling stockholders.
The offer and sale, from time to time, of the shares owned
by the selling stockholders 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 selling stockholders may use broker-dealers to sell
the shares. If this happens, broker-dealers will either
receive discounts or commissions from the selling
stockholders 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 of
1933, and any 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 selling stockholders 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.
Our 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 September 30,
2000, Mr. Dacier was the beneficial owner (for purposes of
the Securities Exchange Act of 1934) of 319,643 shares of
our 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.
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 Registrant.
All of the amounts shown are estimates except the Securities
and Exchange Commission registration fee.
Amount
------
Securities and Exchange
Commission Registration Fee $72,348.67
Accounting Fees and Expenses* $ 5,000.00
----------
Total $77,348.67
* 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 Registrant's 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 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 Registrant's 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.
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 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.
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 November 16,
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 November 16, 2000
-------------------- (Principal Executive
Richard J. Egan Officer) and Director
/s/ Michael C. Ruettgers Chief Executive Officer November 16, 2000
------------------------ and Director
Michael C. Ruettgers
/s/ William J. Teuber, Jr. Senior Vice President November 16, 2000
-------------------------- and Chief Financial
William J. Teuber, Jr. Officer (Principal
Financial Officer and
Chief Accounting Officer)
/s/ Michael J. Cronin Director November 16, 2000
---------------------
Michael J. Cronin
/s/ John R. Egan Director November 16, 2000
----------------
John R. Egan
/s/ Maureen E. Egan Director November 16, 2000
-------------------
Maureen E. Egan
/s/ W. Paul Fitzgerald Director November 16, 2000
----------------------
W. Paul Fitzgerald
/s/ Joseph F. Oliveri Director November 16, 2000
---------------------
Joseph F. Oliveri
/s/ Alfred M. Zeien Director November 16, 2000
-------------------
Alfred M. Zeien
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).
