-----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, EMrqLr6g5+HGr6sWZynWjLGAuiBzd4daL/vRjN0BfJC1LIVDjggwEx3QEYmH3Mkq 9SyL3wnprSBlICKtoNgGtg== 0000950109-96-003563.txt : 19960605 0000950109-96-003563.hdr.sgml : 19960605 ACCESSION NUMBER: 0000950109-96-003563 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960603 EFFECTIVENESS DATE: 19960622 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMC CORP CENTRAL INDEX KEY: 0000790070 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 042680009 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-05133 FILM NUMBER: 96576387 BUSINESS ADDRESS: STREET 1: 171 SOUTH STREET CITY: HOPKINTON STATE: MA ZIP: 01748-9103 BUSINESS PHONE: 5084351000 MAIL ADDRESS: STREET 1: 171 SOUTH STREET CITY: HOPKINTON STATE: MA ZIP: 01748-9103 S-8 1 FORM S-8 As filed with the Commission on June 3, 1996 File No. 33-_____ 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 04-2680009 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 171 South Street Hopkinton, Massachusetts 01748 (Address of principal executive offices, including zip code) EMC CORPORATION 1989 EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) Paul T. Dacier, Esq. Vice President and General Counsel EMC Corporation 171 South Street Hopkinton, MA 01748 (508) 435-1000 (Name, address and telephone number of agent for service) CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------- Title of Amount to Proposed Proposed maximum Amount of Securities to be be registered maximum offering aggregate offering registration fee registered price per share(1) price(1) - -------------------------------------------------------------------------------------------------------- Common Stock, 1,000,000 $0.01 par value shares(2) $22.0 $22,000,000 $7,586.19 - --------------------------------------------------------------------------------------------------------
1 (1) 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 prices of EMC Corporation Common Stock, $0.01 par value, reported on The New York Stock Exchange on May 31, 1996. (2) This registration statement also relates to 737,110 shares of Common Stock previously registered and remaining unissued under Registration Statement on Form S-8, File No. 33-71262, which (as indicated below) is incorporated by reference herein. (3) In accordance with Instruction E of Form S-8, the registration fee is being paid with respect to the additional securities only. 2 PART II EMC Corporation (the "Registrant") hereby incorporates by reference the contents of the Registrant's Registration Statements on Form S-8, File No. 33- 29198, No. 33-41328 and No. 33-71262. Item 8. Exhibits.
Exhibit Page 4.1 EMC Corporation 1989 Employee Stock Purchase Plan, as 7 amended to date. 5.1 Opinion of Counsel. 13 24.1 Consent of Coopers & Lybrand L.L.P. 14 24.2 Consent of Counsel (contained in the opinion filed as Exhibit 5.1 to this registration statement). 25.1 Powers of Attorney (included in Part II of this registration statement under the caption "Signatures").
3 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, Massachusetts, on May 31, 1996. EMC CORPORATION By:/s/ Richard J. Egan --------------------- Richard J. Egan Chairman of the Board Each person whose signature appears below constitutes and appoints Michael C. Ruettgers, Colin G. Patteson 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 on Form S-8 has been signed below by the following persons in the capacities shown on the date indicated below. Signature Capacity Date /s/ Richard J. Egan - ------------------------ Chairman of the Board May 31, 1996 Richard J. Egan (Principal Executive Officer) and Director /s/ Michael C. Ruettgers - ------------------------ President and Chief May 31, 1996 Michael C. Ruettgers Executive Officer and Director 4 /s/ Colin G. Patteson - ------------------ Vice President, May 31, 1996 Colin G. Patteson Chief Financial Officer and Treasurer (Principal Financial Officer) /s/ John R. Egan - ------------------ Executive Vice President, May 31, 1996 John R. Egan Sales and Marketing, and Director /s/ William J. Teuber,Jr. - ------------------ Vice President and May 31, 1996 William J. Teuber, Jr. Controller (Principal Accounting Officer) /s/ Michael J. Cronin - ------------------ Director May 31, 1996 Michael J. Cronin - ------------------ Director May __, 1996 John F. Cunningham /s/ Maureen E. Egan - ------------------ Director May 31, 1996 Maureen E. Egan - ------------------ Director May __, 1996 W. Paul Fitzgerald /s/ Joseph F. Oliveri - ------------------ Director May 31, 1996 Joseph F. Oliveri 5 EXHIBIT INDEX
Exhibit Number Title of Exhibit Page 4.1 EMC Corporation 1989 Employee Stock Purchase Plan, 7 as amended to date. 5.1 Opinion of Counsel. 12 24.1 Consent of Coopers & Lybrand L.L.P. 13 24.2 Consent of Counsel (contained in the opinion filed as Exhibit 5 to this registration statement). 25.1 Powers of Attorney (included in Part II of this registration statement under the caption "Signatures").
EX-4.1 2 EMC CORPORATION 1989 EMPLOYEE STOCK PURCHASE PLAN EXHIBIT 4.1 EMC CORPORATION 1989 EMPLOYEE STOCK PURCHASE PLAN, as amended May 8, 1996 Section 1. Purpose of Plan The EMC Corporation 1989 Employee Stock Purchase Plan (the "Plan") is intended to provide a method by which eligible employees of EMC Corporation and its subsidiaries (collectively, the "Company") may use voluntary, systematic payroll deductions to purchase the Company's common stock, $.01 par value, ("stock") and thereby acquire an interest in the future of the Company. For purposes of the Plan, a subsidiary is any corporation in which the Company owns, directly or indirectly, stock possessing 50% or more of the total combined voting power of all classes of stock unless the Board of Directors determines that employees of a particular subsidiary shall not be eligible. Section 2. Options to Purchase Stock Under the Plan as now amended, no more than 4,900,000 shares are available for purchase (subject to adjustment as provided in Section 16) pursuant to the exercise of options ("options") granted under the Plan to employees of the Company ("employees"). The stock to be delivered upon exercise of options under the Plan may be either shares of the Company's authorized but unissued stock, or shares of reacquired stock, as the Board of Directors of the Company (the "Board of Directors") shall determine. Section 3. Eligible Employees Except as otherwise provided in Section 20, each employee who has completed six months or more of continuous service in the employ of the Company shall be eligible to participate in the Plan. Section 4. Method of Participation The periods January 1 to June 30 and July 1 to December 31 of each year shall be option periods. Each person who will be an eligible employee on the first day of any option period may elect to participate in the Plan by executing and delivering, at least 15 days prior to such day, a payroll deduction authorization in accordance with Section 5. Such employee shall thereby become a participant ("participant") on the first day of such option period and shall remain a participant until his or her participation is terminated as provided in the Plan. Section 5. Payroll Deductions The payroll deduction authorization shall request withholding, at a rate of not less than 2% nor more than 10% from the participant's compensation (subject to a maximum of $2,500 per option period), by means of substantially equal payroll deductions over the option period. For purposes of the Plan, "compensation" shall mean all cash compensation paid to the participant by the Company. A participant may change the withholding rate of his or her payroll deduction authorization by written notice delivered to the Company at least 15 days prior to the first day of the option period as to which the change is to be effective. All amounts withheld in accordance with a participant's payroll deduction authorization shall be credited to a withholding account for such participant. Section 6. Grant of Options Each person who is a participant on the first day of an option period shall as of such day be granted an option for such period. Such option shall be for the number of shares of stock to be determined by dividing (a) the balance in the participant's withholding account on the last day of the option period by (b) the purchase price per share of the stock determined under Section 7, and eliminating any fractional share from the quotient. The Company shall reduce on a substantially proportionate basis the number of shares of stock receivable by each participant upon exercise of his or her option for an option period in the event that the number of shares then available under the Plan is otherwise insufficient. Section 7. Purchase Price The purchase price of stock issued pursuant to the exercise of an option shall be 85% of the fair market value of the stock at (a) the time of grant of the option or (b) the time at which the option is deemed exercised, whichever is less. Fair market value shall be determined in accordance with the applicable provisions of the Internal Revenue Code of 1986, as amended or restated from time to time (the "Code"), or regulations issued thereunder, or, in the absence of any such provisions or regulations, shall be deemed to be the last sale price at which the stock is traded on the day in question or the last prior date on which a trade occurred as reported in The Wall Street Journal; or, if The Wall ----------------------- -------- Street Journal is not published or does not list the stock, then in such other - -------------- appropriate newspaper of general circulation as the Board of Directors may prescribe; or, if the last price at which the stock traded is not generally reported, then the mean between the reported bid and asked prices at the close of the market on the day in question or the last prior date when such prices were reported. Section 8. Exercise of Options If an employee is a participant in the Plan on the last business day of an option period, he or she shall be deemed to have exercised the option granted to him or her for that period. Upon such exercise, the Company shall apply the balance of the participant's withholding account to the purchase of the number of whole shares of stock determined under Section 6, and as soon as practicable thereafter shall issue and deliver certificates for said shares to the participant and shall return to him or her the balance, if any, of his or her withholding account in excess of the total purchase price of the shares so issued. No fractional shares shall be issued hereunder. Notwithstanding anything herein to the contrary, the Company shall not be obligated to deliver any shares unless and until, in the opinion of the Company's counsel, all requirements of applicable federal and state laws and regulations (including any requirements as to legends) have been complied with, nor, if the outstanding stock is at the time listed on any securities exchange, unless and until the shares to be delivered have been listed (or authorized to be added to the list upon official notice of issuance) upon such exchange, nor unless or until all other legal matters in connection with the issuance and delivery of shares have been approved by the Company's counsel. Section 9. Interest No interest will be payable on withholding accounts. Section 10. Cancellation and Withdrawal A participant who holds an option under the Plan may at any time prior to exercise thereof under Section 8 cancel all (but not less than all) of his or her option by written notice delivered to the Company. Upon such cancellation, the balance in his or her withholding account shall be returned to him or her. A participant may terminate his or her payroll deduction authorization as of any date by written notice delivered to the Company and shall thereby cease to be a participant as of such date. Any participant who voluntarily terminates his or her payroll deduction authorization prior to the last business day of an option period shall be deemed to have canceled his or her option. Section 11. Termination of Employment Except as otherwise provided in Section 12, upon the termination of a participant's employment with the Company for any reason whatsoever, he or she shall cease to be a participant, and any option held by him or her under the Plan shall be deemed canceled, the balance of his or her withholding account shall be returned to him or her, and he or she shall have no further rights under the Plan. For purposes of this Section 11, a participant's employment will not be considered terminated in the case of sick leave or other bona fide leave of absence approved for purposes of this Plan by the Company or a subsidiary or in the case of a transfer to the employment of a subsidiary or to the employment of the Company. Section 12. Death or Retirement of Participant In the event a participant holds any option hereunder at the time his or her employment with the Company is terminated (1) by his or her retirement with the consent of the Company, and such retirement is within three months of the time such option becomes exercisable, or (2) by his or her death, whenever occurring, then such participant (or his or her legal representative), may, by a writing delivered to the Company on or before the date such option is exercisable, elect either (a) to cancel any such option and receive in cash the balance in his or her withholding account, or (b) to have the balance in his or her withholding account applied as of the last day of the option period to the exercise of his or her option pursuant to Section 8. In the event such participant (or his or her legal representative) does not file a written election as provided above, any outstanding option shall be treated as if an election had been filed pursuant to subparagraph 12(a) above. Section 13. Participant's Rights Not Transferable, etc. All participants granted options under the Plan shall have the same rights and privileges. Each participant's rights and privileges under any option granted under the Plan shall be exercisable during his or her lifetime only by him or her, and shall not be sold, pledged, assigned, or otherwise transferred in any manner whatsoever except by will or the laws of descent and distribution. In the event any participant violates the terms of this Section, any options held by him or her may be terminated by the Company and, upon return to the participant of the balance of his or her withholding account, all his or her rights under the Plan shall terminate. Section 14. Employment Rights Neither the adoption of the Plan nor any of the provisions of the Plan shall confer upon any participant any right to continued employment with the Company or a subsidiary or affect in any way the right of the Company to terminate the employment of such participant at any time. Section 15. Rights as a Shareholder A participant shall have the rights of a shareholder only as to stock actually acquired by him or her under the Plan. Section 16. Change in Capitalization In the event of a stock dividend, stock split or combination of shares, recapitalization, merger in which the Company is the surviving corporation or other change in the Company's capital stock, the number and kind of shares of stock or securities of the Company to be subject to the Plan and to options then outstanding or to be granted hereunder, the maximum number of shares or securities which may be delivered under the Plan, the option price and other relevant provisions shall be appropriately adjusted by the Board of Directors, whose determination shall be binding on all persons. In the event of a consolidation or merger in which the Company is not the surviving corporation or in the event of the sale or transfer of substantially all the Company's assets (other than by the grant of a mortgage or security interest), all outstanding options shall thereupon terminate, provided that prior to the effective date of any such merger, consolidation or sale of assets, the Board of Directors shall either (a) return the balance in all withholding accounts and cancel all outstanding options, or (b) accelerate the exercise date provided for in Section 8, or (c) if there is a surviving or acquiring corporation, arrange to have that corporation or an affiliate of that corporation grant to the participants replacement options having equivalent terms and conditions as determined by the Board of Directors. Section 17. Administration of Plan The Plan will be administered by the Board of Directors. The Board of Directors will have authority, not inconsistent with the express provisions of the Plan, to take all action necessary or appropriate hereunder, to interpret its provisions, and to decide all questions and resolve all disputes which may arise in connection therewith. Such determinations of the Board of Directors shall be conclusive and shall bind all parties. The Board may, in its discretion, delegate its powers with respect to the Plan to an Employee Benefit Plan Committee or any other committee (the "Committee"), in which event all references to the Board of Directors hereunder, including without limitation the references in Section 17, shall be deemed to refer to the Committee. A majority of the members of any such Committee shall constitute a quorum, and all determinations of the Committee shall be made by a majority of its members. Any determination of the Committee under the Plan may be made without notice or meeting of the Committee by a writing signed by a majority of the Committee members. Section 18. Amendment and Termination of Plan The Board of Directors may at any time or times amend the Plan or amend any outstanding option or options for the purpose of satisfying the requirements of any changes in applicable laws or regulations or for any other purpose which may at the time be permitted by law, provided that (except to the extent explicitly required or permitted herein) no such amendment will, without the approval of the shareholders of the Company, (a) increase the maximum number of shares available under the Plan, (b) reduce the option price of outstanding options or reduce the price at which options may be granted, (c) change the conditions for eligibility under the Plan, or (d) amend the provisions of this Section 18 of the Plan, and no such amendment will adversely affect the rights of any participant (without his or her consent) under any option theretofore granted. The Plan may be terminated at any time by the Board of Directors, but no such termination shall adversely affect the rights and privileges of holders of the outstanding options. Section 19. Approval of Shareholders The Plan shall be subject to the approval of the shareholders of the Company, which approval shall be secured within twelve months after the date the Plan is adopted by the Board of Directors. Notwithstanding any other provisions of the Plan, no option shall be exercised prior to the date of such approval. Section 20. Limitations on Eligibility Notwithstanding any other provision of the Plan, (a) An employee shall not be eligible to receive an option pursuant to the Plan if, immediately after the grant of such option to him or her, he or she would (in accordance with the provisions of Sections 423 and 425(d) of the Code) own or be deemed to own stock possessing 5% or more of the total combined voting power or value of all classes of stock of the employer corporation or of its parent or subsidiary corporation, as defined in Section 425 of the Code. (b) No employee shall be granted an option under this Plan that would permit his or her rights to purchase shares of stock under this Plan of the Company to accrue at a rate which exceeds $25,000 in fair market value of such stock (determined at the time the option is granted) for each calendar year during which any such option granted to such employee is outstanding at any time, as provided in Sections 423 and 425 of the Code. (c) No employee shall be granted an option under this Plan that would permit him or her to withhold more than $2,500 in each option period or $5,000 per calendar year. EX-5.1 3 OPINION OF COUNSEL EXHIBIT 5.1 OPINION OF COUNSEL May 15, 1996 EMC Corporation 171 South Street Hopkinton, Massachusetts 01748 Ladies/Gentlemen: This opinion is furnished to you in connection with a registration statement on Form S-8 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, for the registration of 1,000,000 shares of Common Stock, $.01 par value per share (the "Shares"), of EMC Corporation, a Massachusetts corporation (the "Company"). The Shares are to be sold from time to time pursuant to the Company's 1989 Employee Stock Purchase Plan, as amended (the "Plan"). We are counsel to the Company and are familiar with the proceedings taken by the Company in connection with the authorization, reservation and registration of the Shares. We have examined and relied upon such documents, records, certificates and other instruments as we have deemed necessary for the purpose of this opinion. Based on the foregoing, we are of the opinion that the Shares (in addition to other shares of Common Stock covered by this Registration Statement in accordance with Instruction E of Form S-8) have been duly authorized and that, when issued and sold by the Company pursuant to and in accordance with the Plan, they will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as part of the Registration Statement. We understand that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect. Very truly yours, /s/ Ropes & Gray Ropes & Gray EX-24.1 4 CONSENT OF COOPERS & LYBRAND L.L.P. EXHIBIT 24.1 CONSENT OF ACCOUNTANTS Consent of Independent Auditors We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the registration of 1,000,000 additional shares of Common Stock, $0.01 par value, of EMC Corporation authorized for issuance pursuant to the 1989 Employee Stock Purchase Plan of our report dated January 25, 1996, with respect to the consolidated financial statements and schedules of EMC Corporation included in its Annual Report on Form 10-K for the year ended December 30, 1995 filed with the Securities and Exchange Commission. COOPERS & LYBRAND L.L.P. Boston, Massachusetts June 3, 1996 -----END PRIVACY-ENHANCED MESSAGE-----