-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SPSZao19rozIS+dODAacBwTsphsrjLzOVg28yZ9RfVcjjpFb1sAqGuU7CNZWHXvu cDnxqqE0XpFyqJk5TDSIQw== /in/edgar/work/0000790070-00-000026/0000790070-00-000026.txt : 20001117 0000790070-00-000026.hdr.sgml : 20001117 ACCESSION NUMBER: 0000790070-00-000026 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20001116 EFFECTIVENESS DATE: 20001116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMC CORP CENTRAL INDEX KEY: 0000790070 STANDARD INDUSTRIAL CLASSIFICATION: [3572 ] IRS NUMBER: 042680009 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-50108 FILM NUMBER: 771674 BUSINESS ADDRESS: STREET 1: 35 PARKWOOD DR CITY: HOPKINTON STATE: MA ZIP: 01748-9103 BUSINESS PHONE: 5084351000 MAIL ADDRESS: STREET 1: 35 PARKWOOD DRIVE CITY: HOPKINTON STATE: MA ZIP: 01748-9103 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 issuer 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) CrosStor Software, Inc. Incentive 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 Securities Amount Proposed Proposed Amount of to be to be Maximum Maximum Registration Registered Registered Offering Aggregate Fee (3) - ------------------- (1) Price Per Offering ------------- ---------- Share (2) Price (3) --------- --------- CrosStor Software, 708,165(1) $2.90 $2,053,678.50 $542.20 Inc. Incentive Stock Option Plan Common Stock, par value $.01 per share - -------------------- (1)This Registration Statement covers 708,165 shares of the Registrant's common stock, par value $.01 per share (the "Common Stock"), that may be issued upon exercise of options granted under the CrosStor Software, Inc. Incentive Stock Option Plan (the "Plan"). Also registered hereunder is such additional number of shares of Common Stock, presently indeterminable, as may be necessary to satisfy the antidilution provisions of the Plan to which this Registration Statement relates. (2)As set forth in Rule 457(h)(1) under the Securities Act of 1933, as amended, based on the prices at which options to acquire the Common Stock under the Plan may be exercised, which prices range from $0.31 to $44.30. (3)Estimated in accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended, solely for the purpose of determining the registration fee. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. EMC Corporation (the "Registrant") hereby incorporates by reference the following documents filed with the Securities and Exchange Commission: (a)the Registrant's Current Reports on Form 8-K filed with the SEC on February 22, 2000, April 18, 2000, May 9, 2000, and November 8, 2000; (b)the Registrant's Annual Report on Form 10-K for the fiscal year ending December 31, 1999; (c)the Registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000, June 30, 2000, and September 30, 2000; and (d)the description of the Registrant's common stock which is contained in the Registrant's Registration Statement on Form 8-A filed by the Registrant under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on March 4, 1988, including any amendments or reports filed for the purpose of updating such description. In addition, all documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold under this Registration Statement, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superceded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supercedes such earlier statement. Any statement so modified or superceded shall not be deemed, except as so modified or superceded, to constitute part of this Registration Statement. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. The legality of the shares of the Registrant's common stock being registered pursuant to this registration statement will be passed upon for the Registrant by Paul T. Dacier, Senior Vice President and General Counsel of the Registrant. As of September 30, 2000, Mr. Dacier was the beneficial owner (for purposes of the Exchange Act) of 319,643 shares of the Registrant's common stock. Item 6. 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 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. The following exhibits are filed as part of or incorporated by reference into this Registration Statement: 4.1 CrosStor Software, Inc. Incentive Stock Option Plan (which is referred to as the Programmed Logic Corporation Incentive Stock Option Plan). 5.1 Opinion of Paul T. Dacier, Senior Vice President and General Counsel to EMC Corporation, as to the legality of the securities being registered. 23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants. 23.2 Consent of Paul T. Dacier, Senior Vice President and General Counsel to 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). Item 9. Undertakings The undersigned Registrant hereby undertakes the following: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (2) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement 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) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (3) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement 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; (4) That, for the purpose 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; (5) 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; (6) 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; and (7) 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-8, and has duly caused this registration statement on Form S-8 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 4.1 CrosStor Software, Inc. Incentive Stock Option Plan (which is referred to as the Programmed Logic Corporation Incentive Stock Option Plan). 5.1 Opinion of Paul T. Dacier, Senior Vice President and General Counsel to EMC Corporation, as to the legality of the securities being registered. 23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants. 23.2 Consent of Paul T. Dacier, Senior Vice President and General Counsel to 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). EX-4.1 2 0002.txt Exhibit 4.1 PROGRAMMED LOGIC CORPORATION INCENTIVE STOCK OPTION PLAN 1. Purpose of plan. The purpose of this Incentive Stock Option Plan (the "Plan") is to further the success of Programmed Logic Corporation, a New Jersey Corporation ("PLC"), by making available common stock of PLC for purchase by eligible employees of PLC, and thus, to provide an additional incentive to such employees to continue in the employ of PLC, and to give them a greater interest as stockholders in the success of PLC. 2. Effective Date of the Plan. The effective date of the Plan shall be April 1, 1995 (the "Effective Date") subject to approval of the stockholders of PLC holding not less than a majority of the outstanding shares. 3. Stock subject to the Plan. Subject to any provisions hereof regarding adjustment upon changes in capitalization, there shall be reserved for issuance or transfer, upon the exercise of options to be granted from time to time under the Plan, an aggregate of ten thousand shares of common stock, no par value (the "Common Stock") which shares may be in whole or in part, as the Board of Directors of PLC (the "Board") shall from time to time determine, (a) authorized and unissued shares of Common Stock, or (b) issued shares of Common Stock which shall have been re-acquired by PLC. If any option granted under the Plan shall expire or terminate for any reason without having been exercised in full, the un- purchased shares subject thereto shall again be available for the purposes of the Plan. 4. Administration. The Plan shall be administered by a committee (the "Committee"), appointed by the Board and serving at the Board's pleasure. If a member of the Committee is eligible to receive an option under the Plan, they shall be prohibited from voting on their own option. Any vacancy occurring in the membership of the Committee shall be filled by appointment by the Board. The Committee may interpret the Plan, prescribe, amend, and rescind any rules and regulations necessary or appropriate for the administration of the Plan, or for the continued qualification of any Options, and make such other determination and take such other action as it deems necessary or advisable, except as otherwise expressly reserved to the Board under the Plan. Any interpretation, determination or other action taken by the Committee shall be final, binding and conclusive. The Committee shall select one of its members as its chairman and shall hold its meetings at such times and places as it may determine. A majority of its members shall constitute a quorum. All determinations of the Committee shall be made by not less than a majority of its members. Any decision or determination reduced to writing and signed by all the members shall be fully as effective as if it had been made by a majority vote at a meeting duly called and held. The Committee may appoint a secretary, shall keep minutes of its meetings and shall make such rules and regulations for the conduct of its business as it shall deem advisable. 5. Grant of Options. Subject to the provisions of the Plan, the Committee shall (a) determine and designate those employees to whom Options are to be granted; (b) determine the number of shares subject to each Option; (c) determine when an option can be exercised and whether in whole or in installments; (d) determine the purchase price of the Common Stock covered by each option; and (e) determine the terms and provisions (and amendments thereof) of the respective option agreements (which need not be identical), including such terms and provisions (and amendments) as shall be required in the judgment of the Committee to conform to any change in any law or regulation applicable thereto. No option shall be granted after the expiration of ten years from the Effective Date. 6. Eligibility. Options may be granted only to full-time salaried employees of PLC. A director of PLC, who is not also a full-time salaried employee of PLC, will not be eligible to receive an option. In determining the employees to whom options shall be granted and the number of shares to be covered by each option, the Committee may take into account the nature of the services rendered by the respective employees, their present and potential contributions to PLC's success and such other factors as the Committee in its discretion shall deem relevant. Options may be granted to employees who hold or have held options under previous plans. An employee who had been granted an option under the Plan may be granted an additional option or options under the Plan if the Committee shall so determine. The aggregate fair market value (determined as of the date an Option is granted) of all Stock for which an employee may be granted Options under the Plan exercisable for the first time in any calendar year shall not exceed $100,000. 7. Terms and Conditions of Options. Each option shall be evidenced by an agreement in a form approved by the Committee. Such agreement shall be subject to the following express terms and conditions and to such other terms and conditions as the Committee may deem appropriate: (a) Option Period. Each option agreement shall specify the period for which the Option evidenced thereby is granted and shall provide that the Option shall expire at the end of such period. The Committee may extend such period provided such extension shall not in any way disqualify the Option as an incentive stock option. In no case shall such period, including any extensions, exceed ten years from the date of the grant, provided, however, that, in the case of an Option granted to an eligible employee who, at the time of the grant, is the beneficial owner of stock possessing more than ten (10) percent of the total combined voting power of all classes of stock of PLC (a "Ten Percent Stockholder"), such period, including extensions, shall not exceed five years from the date of grant. (b) Option Price. The option price per share shall be determined by the Committee at the time the option is granted, and shall not be less than (i) the fair market value per share of stock or (ii) in the case of an option granted to a Ten Percent Stockholder, One Hundred Ten Percent (110%) of the fair market value per share of stock on the date the Option is granted, as determined by the Committee. (c) Exercise of Option. No part of any Option may be exercised until the optionee shall have remained in the employ of PLC for such period, which shall be no less than one year, after the date on which the Option is granted as the Committee may specify in the Option agreement, and the Option agreement may provide for exercisability in installments. (d) Payment of Purchase Price upon Exercise. Each option agreement shall provide that the purchase price of the shares as to which an Option shall be exercised shall be paid to PLC at the time of exercise either in cash, or in such other consideration as the Committee deems appropriate. PLC shall not be required to deliver certificates for such shares until such payment has been made. The optionee shall not have the rights of a stockholder with respect to the share subject to option until such shares shall be issued or transferred to the optionee upon the exercise of the optionee's option. 8. No rights as Stockholder. No optionee shall have any rights as a shareholder with respect to any shares of stock subject to an Option prior to the date of issuance of a certificate for such shares. 9. Non-transferability of options. No option granted under the Plan shall be transferable otherwise than by will or the laws of descent and distribution, and an option may be exercised, during the lifetime of the optionee thereof, only by the optionee. 10. No Right to Continued Employment. Nothing in the Plan or in any option granted pursuant to the Plan shall confer on any individual any right to continue in the employ of PLC or interfere in any way with the right of PLC to terminate the employment of any individual at any time. 11. Termination without cause and with consent. If the employment of an optionee by PLC is terminated for reasons other than (a) for cause, or (b) voluntarily on the part of the optionee and without the written consent of PLC, the optionee may (unless otherwise provided in the option agreement) exercise their option to the extent they would have been entitled to do so on the date of their termination, at any time, or from time to time, within three months after such date of termination of employment, but not later than the expiration date set forth in the option agreement. 12. Termination for cause or without consent. If the employment of an optionee by PLC is terminated (a) for cause or (b) voluntarily on the part of the employee and without the written consent of PLC, any option held by that employee under the Plan, to the extent not theretofore exercised, shall forthwith terminate. For this purpose, termination for cause shall mean termination of employment by reason of the optionee's willful breach or habitual neglect of their duties as an officer or employee of PLC, or the optionee's commission of a felony, fraud or willful misconduct that has resulted, or is likely to result, in material damage to PLC, all as the Committee in it sole discretion may determine. The option agreement may contain such provisions as the Committee shall approve with reference to the effect of approved leaves of absence. 13. Death of optionee. Notwithstanding any other provision of the Plan, if an optionee shall die (a) while in the employment of PLC or (b) within three months after the termination of employment because of the disability of the optionee, the optionee's Option may be exercised to the extent the optionee would have been entitled to do so on the date of the optionee's death or such termination of employment, by the person or persons to whom the optionee's rights under the Option pass by will or otherwise, or if no such person has such right, by the optionee's executors or administrators, at any time, or from time to time, within twelve months after the date of the death of optionee but in no event after the expiration date set forth in the option agreement. 14. Adjustment upon changes in capitalization. In the event of any change in the Stock by reason of any stock dividend, recapitalization, reorganization, merger, consolidation, liquidation, split-up, combination or exchange of shares, acquisition of property or stock, or any rights offering to purchase stock at a price substantially below market value, or of any similar change affecting the Stock, then the number and kind of shares which may thereafter be optioned and sold under the Plan and the number and kind of shares subject to option in outstanding option agreements and the purchase price per share may be adjusted appropriately consistent with such change in such manner as the Committee may deem equitable to prevent substantial dilution or enlargement of the rights granted to, or available for, participants in the Plan. 15. Shareholder's Agreement. The Committee shall require the optionee to sign, prior to and as a condition precedent to the issuance of any shares hereunder, PLC's then existent stockholder's agreement, in such form as the Committee may specify, in which the optionee (a) represent the shares acquired by the optionee are being acquired for investment and not with a view to the sale or distribution thereof, (b) grant to PLC and to PLC's shareholders, a right of first refusal, in accordance with the terms to be established by the Committee, on any transfer of shares of stock acquired by exercise of an Option. 16. Restrictions on Disposition of Shares. Certificates for shares of Stock delivered under the Plan may be subject to stop-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations or other requirements of the Securities and Exchange Commission, any stock exchange upon which the Stock is then listed, or any applicable federal or state securities laws, and the Committee may cause a legend to be placed on any such certificates to make appropriate reference to such restrictions. 17. Compliance with Laws and Regulations. The Plan, the grant and exercise of Options, and the obligations of PLC to sell and deliver shares under Options, shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any government agency that may be required. PLC shall not be required to issue or deliver any certificates for shares of Stock prior to (a) the listing of such shares on any stock exchange with the Stock may then be listed and (b) the completion of any registration or qualification of such shares under any federal or state law, or any rule or regulation of any governmental body which PLC shall, in its sole discretion, determine to be necessary or advisable. 18. Amendment and termination. Unless the Plan shall theretofore have been terminated as hereinafter provided, it shall terminate ten years from the Effective Date, and no Option shall be granted after that date. The Board may terminate or suspend the Plan or make such modifications or amendments thereof as it shall deem advisable, or in order to conform to any change in any law or regulation applicable thereto; provided, however, that the Board may not, without further approval by the holders of a majority of the outstanding stock of PLC having general voting power, (a) increase the maximum number of shares as to which options may be granted under the Plan, (b) change the class of employees eligible to be granted options, (c) increase the periods during which options may be granted or exercised, or (d) provide for the administration of the Plan otherwise than by the Committee. No termination, modification, or amendment of the Plan may, without the consent of the employee to whom any option shall theretofore have been granted, adversely affect the rights of such employee under such option. EX-5.1 3 0003.txt Exhibit 5.1 [EMC Corporation Letterhead] November 16, 2000 EMC Corporation 35 Parkwood Drive Hopkinton, MA 01748 Ladies and Gentlemen: I am Senior Vice President and General Counsel to EMC Corporation, a Massachusetts corporation (the "Company"), and am issuing this opinion in connection with the registration statement on Form S-8 (the "Registration Statement") being filed by the Company with the Securities and Exchange Commission (the "Commission") on the date hereof for the purpose of registering under the Securities Act of 1933, as amended (the "Securities Act"), 708,165 shares (the "Shares") of common stock, par value $.01 per share, of the Company ("Common Stock") which may be issued pursuant to the exercise of options granted under the CrosStor Software, Inc. Incentive Stock Option Plan (the "Plan"). In this connection, I have examined and am familiar with originals or copies, certified or otherwise identified to my satisfaction, of (i) the Registration Statement; (ii) the Company's Restated Articles of Organization; (iii) such records of the corporate proceedings of the Company as I have deemed necessary or appropriate as a basis for the opinions set forth herein; and (iv) such certificates of officers of the Company and others and such other records and documents as I have deemed necessary or appropriate as a basis for the opinion set forth herein. In my examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified, conformed or photostatic copies and the authenticity of the originals of such copies. As to any facts material to the opinion expressed herein which I have not independently established or verified, I have relied upon statements and representations of other officers and representatives of the Company and others. I am admitted to the Bar of The Commonwealth of Massachusetts and do not purport to be an expert on, or express any opinion concerning, any law other than the substantive law of The Commonwealth of Massachusetts. Based upon and subject to the foregoing, I am of the opinion that the Shares have been duly authorized for issuance and, when issued and sold by the Company pursuant to and in accordance with the Plan, will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. This opinion is furnished by me, as Senior Vice President and General Counsel to the Company, in connection with the filing of the Registration Statement and is not to be used, circulated or quoted for any other purpose or otherwise referred to or relied upon by any other person without the prior express written permission of the Company other than in connection with the offer and sale of Shares while the Registration Statement is in effect. Very truly yours, /s/ Paul T. Dacier Paul T. Dacier Senior Vice President and General Counsel EX-23.1 4 0004.txt Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 21, 2000 relating to the consolidated financial statements and consolidated financial statement schedules, which appears in EMC Corporation's Annual Report on Form 10-K for the year ended December 31, 1999. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Boston, Massachusetts November 13, 2000 -----END PRIVACY-ENHANCED MESSAGE-----