8-K

 
                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

                                    FORM 8-K

                                 CURRENT REPORT


    Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934



Date of Report April 24, 1996
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                                EMC CORPORATION
             (Exact name of registrant as specified in its charter)
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Massachusetts                          1-9853    No. 04-2680009
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(State or other jurisdiction      (Commission       (I.R.S. Employer
of incorporation)                 File Number)      Identification No.)
 

171 South Street, Hopkinton, MA                     01748
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(Address of principal executive offices)            (zip code)



Registrant's telephone number, including area code:  (508) 435-1000
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Item 5.  Other Events
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In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, EMC Corporation ("EMC" or the "Company") is
hereby filing a cautionary statement identifying important factors that could
cause the Company's actual results to differ materially from those projected in
forward looking statements of the Company made by, or on behalf of the Company.

Item 7.  Financial Statements and Exhibits
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The following is filed as an Exhibit to this Report.

Exhibit:
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99.1     Cautionary Statement for Purposes of the "Safe Harbor"
         Provisions of the Private Securities Litigation Reform Act
         of 1995.



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                            EMC CORPORATION



Date: April 24, 1996                        By:  /s/ Colin G. Patteson
                                                 ------------------------
                                                 Colin G. Patteson
                                                 Vice President, Chief Financial
                                                 Officer and Treasurer

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EX-99.1

 
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995

EMC may from time to time make forward-looking public statements concerning the
Company.  Such statements may include, but not be limited to, expected future
revenues or earnings or project plans, performance, product development, product
release or product shipments, projections of market share, industry pricing or
asset management, as well as other estimates relating to future operations.  All
such forward-looking statements are necessarily only estimates of future
results, and there can be no assurance that actual results will not materially
differ from expectations.

Factors that could cause actual results to differ materially from those
estimates in forward-looking statements include, but are not limited, to the
following:

 .    the historic and recurring "hockeystick" pattern of the Company's sales by
     which a disproportionate percentage of a quarter's total sales occur in the
     last month and weeks and days of each quarter, making prediction of
     revenues and earnings especially difficult and resulting in substantial
     risk of variance of actual results from those forecast at any time prior to
     or near the quarter's close;
     
     this pattern of sales is itself believed to be the result of many factors
     including the significant size of EMC's average product price in relation
     to its customer's budgets, resulting in long lead time for customers'
     budgetary approval, which tends to be given late in a quarter; the tendency
     of customers to wait until late in a quarter to commit to purchase in the
     hope of obtaining more favorable pricing from one or more competitors
     seeking their business; and, at times, seasonal influences as well as the
     fourth quarter influence of customers' spending their remaining capital
     budget authorization prior to new budget constraints in the next year's
     first quarter;

 .    the Company's backlog at any particular time is not necessarily indicative
     of future sales levels. This is because the Company manufactures its
     products on the basis of its forecast of near-term demand and maintains
     inventory in advance of receipt of firm orders from customers; orders are
     generally shipped by the Company shortly after receipt of the order; and
     customers may reschedule orders with little or no penalty;

 .    EMC's partial reliance on indirect channels of distribution, which
     materially reduces the visibility to management of potential orders;

 .    many of the Company's products are marketed in conjunction with the
     products of other vendors, and the Company plans to continue its strategy
     of developing key strategic relationships. There can be no assurance that
     the Company will be successful in its ongoing strategic partnerships or
     that the Company will be able to find further suitable business
     relationships as it develops new products. Any failure to continue or

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     expand such relationships could have a material adverse effect on the
     Company's business, financial condition and results of operation;

     there can be no assurance that the Company's distributors and strategic
     partners, many of which have significantly greater financial and marketing
     resources than the Company, will not develop and market products in
     competition with the Company in the future, discontinue their relationships
     with the Company, or form competing arrangements with the Company's
     competitors;

 .    extreme competition in the computer data storage industry. EMC competes
     with many companies, including International Business Machines Corporation
     (''IBM''), certain of which have substantially greater financial and
     technological resources, larger distribution capabilities, earlier access
     to customers and greater overall customer loyalty than EMC. Additionally, a
     significant number of EMC's products are designed to be fully compatible
     with IBM computers and IBM operating systems. As a result, EMC's business
     may be adversely affected by, among other factors, modifications in the
     design or configuration of IBM computer systems, the announcement or
     introduction of new products by IBM or other competitors, or intensified
     reductions in the pricing of IBM or IBM-compatible equipment or service.
     EMC could also be adversely affected by the implementation of certain
     marketing strategies by IBM or other competitors that conflict with those
     of EMC;

 .    the existence of competitive pricing pressures in the storage industry,
     which has had and may in the future have an adverse effect on the Company's
     revenues and earnings. There is also a willingness on the part of certain
     large competitors to reduce prices in order to preserve or gain market
     share, which cannot be foreseen by the Company. The Company believes that
     pricing pressures are likely to continue due to competitive product
     offerings;

 .    the risks inherent in new product introductions, particularly the
     uncertainty of price-performance relative to products of competitors,
     including competitors' responses to the introductions;

 .    the Company's ability to continue to achieve reduction in component and
     product design costs;

 .    the desire by customers to evaluate new, more expensive products for longer
     periods of time;

 .    foreign currency fluctuations and foreign political and economic
     developments;

 .    changes in regulation of the Company or its products;

 .    the Company purchases certain components and products from suppliers who
     EMC believes are currently the only suppliers of those components or
     products that meet

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     EMC's requirements. Among the most important components that EMC uses are
     high density memory components ("DRAMs") and 5 1/4" and 3 1/2" disk drives,
     which EMC purchases from a small number of qualified suppliers. A failure
     by any supplier of high density DRAMs or disk drives to meet EMC's
     requirements for an extended period of time could have a material adverse
     effect on EMC. From time to time, because of high industry demand and/or
     the inability of certain vendors to consistently meet on a timely basis the
     Company's component quality standards, the Company has experienced delays
     in deliveries of high density DRAMs and disk drives needed to satisfy
     orders for Integrated Cached Disk Array (''ICDA'') products. If such
     shortages and/or performance problems were to intensify, the Company could
     lose some time-sensitive customer orders which could adversely affect
     quarterly revenues and earnings;

 .    rapidly changing technology and user needs in the computer data storage
     industry, which require ongoing technological development and introduction
     of new products. Sales of the Symmetrix series of products constitute the
     principal source of revenues for EMC and such sales are expected to
     continue to be the principal source of its revenues in the near future. EMC
     expects competition in the sale of ICDA products to increase, and there can
     be no assurance that the Symmetrix series of products will continue to
     achieve market acceptance. Significant delays in the development of ICDA
     technology for future products or product enhancements would be to the
     advantage of EMC's competitors. Furthermore, the continued development of
     ICDA technology and its incorporation into EMC's future generations of
     products cannot be assured even with significant additional investments;

 .    no assurance can be given that the Company's patent applications will issue
     as patents or that any patents that may be issued will provide the Company
     with adequate protection for the covered products or technology.
     Additionally, there can be no assurance that the Company's confidentiality
     agreements will adequately protect its trade secrets, know-how or other
     proprietary information. Further, there can be no assurance that the
     Company's activities will not infringe on the patents or proprietary rights
     of others or that the Company will be able to obtain licenses to any
     technology that it may require to conduct its business or that, if
     obtainable, such technology can be licensed at a reasonable cost;

 .    the fact that EMC's products operate near the limits of electronic and
     physical performance and are designed and manufactured with relatively
     small tolerances. If flaws in design, production, assembly or testing occur
     on the part of EMC or its suppliers, EMC may experience a rate of failure
     in its products that results in substantial repair or replacement costs and
     potential damage to EMC's reputation. Continued improvement in
     manufacturing capabilities and control of material and manufacturing
     quality and costs will be critical factors in the future growth of EMC. EMC
     frequently revises and updates manufacturing and test processes to address
     engineering and component changes to its products and evaluates the
     reallocation of manufacturing resources among its facilities. There can be
     no assurance that EMC's efforts to monitor, develop and implement
     appropriate test and manufacturing

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     processes for its products, especially the Symmetrix series of products
     will be sufficient to permit EMC to avoid a rate of failure in its products
     that results in substantial delays in shipment, repair or replacement costs
     and potential damage to EMC's reputation, any of which could have
     substantial adverse effects on EMC's operations and ultimately on its
     financial results; and

 .    EMC's high-dependence upon senior management and other key employees, the
     loss of whom could adversely affect EMC. EMC also believes that its future
     success will depend in large part upon its ability to retain current and
     attract additional key employees, of which there can be no assurance.

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