S-8 1 0001.txt 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 --------------------------------------------------------------- (State or other jurisdiction of Incorporation or Organization) 04-2680009 --------------------------------------------------------------- (I.R.S. Employer Identification Number) 35 Parkwood Drive, Hopkinton, Massachusetts 01748 --------------------------------------------------------------- (Address of Principal Executive Offices) EMC CORPORATION 1993 STOCK OPTION PLAN --------------------------------------------------------------- (Full Title of the Plan) Paul T. Dacier, Esq. Senior Vice President and General Counsel EMC Corporation 171 South Street Hopkinton, Massachusetts 01748 --------------------------------------------------------------- (Name and Address of Agent for Service) (508) 435-1000 --------------------------------------------------------------- (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 ----------------------------------------- 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).